0000899243-17-006250.txt : 20170302 0000899243-17-006250.hdr.sgml : 20170302 20170302213723 ACCESSION NUMBER: 0000899243-17-006250 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170228 FILED AS OF DATE: 20170302 DATE AS OF CHANGE: 20170302 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Square, Inc. CENTRAL INDEX KEY: 0001512673 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 800429876 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1455 MARKET STREET STREET 2: SUITE 600 CITY: SAN FRANCISCO STATE: CA ZIP: 94103 BUSINESS PHONE: 415-375-3176 MAIL ADDRESS: STREET 1: 1455 MARKET STREET STREET 2: SUITE 600 CITY: SAN FRANCISCO STATE: CA ZIP: 94103 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KHOSLA VINOD CENTRAL INDEX KEY: 0001032453 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37622 FILM NUMBER: 17661372 MAIL ADDRESS: STREET 1: 2128 SAND HILL RD CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: VK Services, LLC CENTRAL INDEX KEY: 0001501927 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37622 FILM NUMBER: 17661373 BUSINESS ADDRESS: STREET 1: 3000 SAND HILL ROAD STREET 2: BUILDING 3, SUITE 190 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: (650) 376-8510 MAIL ADDRESS: STREET 1: 3000 SAND HILL ROAD STREET 2: BUILDING 3, SUITE 190 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Khosla Ventures Associates III, LLC CENTRAL INDEX KEY: 0001501934 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37622 FILM NUMBER: 17661374 BUSINESS ADDRESS: STREET 1: 3000 SAND HILL ROAD STREET 2: BUILDING 3, SUITE 190 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: (650) 376-8510 MAIL ADDRESS: STREET 1: 3000 SAND HILL ROAD STREET 2: BUILDING 3, SUITE 190 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Khosla Ventures III, L.P. CENTRAL INDEX KEY: 0001471809 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37622 FILM NUMBER: 17661375 BUSINESS ADDRESS: STREET 1: 3000 SAND HILL ROAD STREET 2: BUILDING 3, SUITE 170 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: (650) 376-8510 MAIL ADDRESS: STREET 1: 3000 SAND HILL ROAD STREET 2: BUILDING 3, SUITE 170 CITY: MENLO PARK STATE: CA ZIP: 94025 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2017-02-28 0 0001512673 Square, Inc. SQ 0001471809 Khosla Ventures III, L.P. 2128 SAND HILL ROAD MENLO PARK CA 94025 0 0 1 0 0001501934 Khosla Ventures Associates III, LLC 2128 SAND HILL ROAD MENLO PARK CA 94025 0 0 1 0 0001501927 VK Services, LLC 2128 SAND HILL ROAD MENLO PARK CA 94025 0 0 1 0 0001032453 KHOSLA VINOD 2128 SAND HILL ROAD MENLO PARK CA 94025 0 0 1 0 Class A Common Stock 2017-02-28 4 C 0 300000 0.00 A 300000 I See Footnote Class A Common Stock 2017-02-28 4 S 0 300000 17.44 D 0 I See Footnote Class A Common Stock 2017-03-01 4 C 0 400000 0.00 A 400000 I See Footnote Class A Common Stock 2017-03-01 4 S 0 400000 17.37 D 0 I See Footnote Class A Common Stock 2017-03-02 4 C 0 9300000 0.00 A 9300000 I See Footnote Class A Common Stock 2017-03-02 4 S 0 300000 17.08 D 9000000 I See Footnote Class A Common Stock 2017-03-02 4 J 0 9000000 0.00 D 0 I See Footnote Class A Common Stock 2017-03-02 4 J 0 818181 0.00 A 818181 I See Footnote Class A Common Stock 2017-03-02 4 J 0 818181 0.00 D 0 I See Footnote Class A Common Stock 2017-03-02 4 J 0 791181 0.00 A 1670271 I See Footnote Class B Common Stock 2017-02-28 4 C 0 300000 D Class A Common Stock 300000 38222780 I See Footnote Class B Common Stock 2017-03-01 4 C 0 400000 D Class A Common Stock 400000 37822780 I See Footnote Class B Common Stock 2017-03-02 4 C 0 9300000 D Class A Common Stock 9300000 28522780 I See Footnote Pursuant to a conversion exempt under Rule 16b-6(b), shares of Class B Common Stock were automatically converted into shares of Class A Common Stock on a one-for-one basis. Consists of securities held of record by Khosla Ventures III, LP ("KV III"), of which Khosla Ventures Associates III, LLC ("KVA III") is the general partner. Vinod Khosla is the managing member of VK Services, LLC ("VK Services"), which is the manager of KVA III. Each of KVA III, VK Services and Vinod Khosla may be deemed to possess voting and investment control over such securities, and each of KVA III, VK Services and Vinod Khosla may be deemed to have indirect beneficial ownership of such securities. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $17.27 to $17.79, inclusive. Each reporting person undertakes to provide Square, Inc., any security holder of Square, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (3) to this Form 4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $17.06 to $17.58, inclusive. Each reporting person undertakes to provide Square, Inc., any security holder of Square, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (4) to this Form 4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $17.00 to $17.31, inclusive. Each reporting person undertakes to provide Square, Inc., any security holder of Square, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (5) to this Form 4. On March 2, 2017, 9,000,000 shares of Class A Common Stock held by KV III were distributed to the limited partners and general partners of KV III. On March 2, 2017, 818,181 shares of Class A Common Stock held by KVA III were distributed to the members of KVA III. Consists of securities held of record by KVA III. Vinod Khosla is the managing member of VK Services, which is the manager of KVA III. Each of KVA III, VK Services and Vinod Khosla may be deemed to possess voting and investment control over such securities, and each of KVA III, VK Services and Vinod Khosla may be deemed to have indirect beneficial ownership of such securities. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein. Consists of securities held of record by VK Services. Vinod Khosla is the managing member of VK Services. Each of VK Services and Vinod Khosla may be deemed to possess voting and investment control over such securities, and each of VK Services and Vinod Khosla may be deemed to have indirect beneficial ownership of such securities. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder and has no expiration date. /s/ John J. Demeter, as attorney in fact for Vinod Khosla, as Managing Member of VK Services, LLC, in its capacity as Manager of Khosla Ventures Associates III, LLC, in its capacity as general partner of Khosla Ventures III, L.P. 2017-03-02 /s/ John J. Demeter, as attorney in fact for Vinod Khosla, as Managing Member of VK Services, LLC, in its capacity as Manager of Khosla Ventures Associates III, LLC 2017-03-02 /s/ John J. Demeter, as attorney in fact for Vinod Khosla, as Managing Member of VK Services, LLC 2017-03-02 /s/ John J. Demeter, as attorney in fact for Vinod Khosla 2017-03-02