0001193125-16-461040.txt : 20160212 0001193125-16-461040.hdr.sgml : 20160212 20160212062206 ACCESSION NUMBER: 0001193125-16-461040 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20160212 DATE AS OF CHANGE: 20160212 GROUP MEMBERS: SC U.S. VENTURE 2010 MANAGEMENT, L.P. GROUP MEMBERS: SC US (TTGP), LTD. GROUP MEMBERS: SEQUOIA CAPITAL U.S. VENTURE 2010 PARTNERS FUND (Q), L.P. GROUP MEMBERS: SEQUOIA CAPITAL U.S. VENTURE 2010 PARTNERS FUND, L.P. SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-89191 FILM NUMBER: 161414065 BUSINESS ADDRESS: STREET 1: 901 MISSION STREET STREET 2: SUITE 104 CITY: SAN FRANCISCO STATE: CA ZIP: 94103 BUSINESS PHONE: 415-375-3176 MAIL ADDRESS: STREET 1: 901 MISSION STREET STREET 2: SUITE 104 CITY: SAN FRANCISCO STATE: CA ZIP: 94103 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SEQUOIA CAPITAL U.S. VENTURE 2010 FUND, L.P. CENTRAL INDEX KEY: 0001488811 IRS NUMBER: 980658604 FISCAL YEAR END: 1210 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 2800 SAND HILL RD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: (650) 854-3927 MAIL ADDRESS: STREET 1: 2800 SAND HILL RD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 SC 13G 1 d122872dsc13g.htm SCHEDULE 13G Schedule 13G

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Schedule 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES

13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

(Amendment No.    )

 

 

SQUARE, INC.

(Name of Issuer)

CLASS A COMMON STOCK

(Title of Class of Securities)

852234103

(CUSIP Number)

12/31/15

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

(Continued on following pages)

 

 

 

 

Page 1 of 10 Pages

CUSIP NO. 852234103    13 G    Page 2 of 10 Pages

 

   

NAME OF REPORTING PERSON

 

SEQUOIA CAPITAL U.S. VENTURE 2010 FUND, L.P. (“USV 2010”)

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

98-0658604

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

CAYMAN ISLANDS

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

13,899,110 1

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

13,899,110 1

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

13,899,110 1

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ¨

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

30.9%

12  

TYPE OF REPORTING PERSON

 

PN

 

1  Represents shares of the Issuer’s Class B common stock. Each share of the Issuer’s Class B common stock is entitled to ten votes per share and is convertible at any time into one share of the Issuer’s Class A common stock.

CUSIP NO. 852234103    13 G    Page 3 of 10 Pages

 

   

NAME OF REPORTING PERSON

 

SEQUOIA CAPITAL U.S. VENTURE 2010 PARTNERS FUND, L.P. (“USV 2010 PTRS”)

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

98-0676355

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

CAYMAN ISLANDS

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

308,270 1

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

308,270 1

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

308,270 1

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ¨

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

1.0%

12  

TYPE OF REPORTING PERSON

 

PN

 

1  Represents shares of the Issuer’s Class B common stock. Each share of the Issuer’s Class B common stock is entitled to ten votes per share and is convertible at any time into one share of the Issuer’s Class A common stock.

CUSIP NO. 852234103    13 G    Page 4 of 10 Pages

 

   

NAME OF REPORTING PERSON

 

SEQUOIA CAPITAL U.S. VENTURE 2010 PARTNERS FUND (Q), L.P. (“USV 2010 Q”)

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

98-0676356

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

CAYMAN ISLANDS

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

1,520,930 1

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

1,520,930 1

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,520,930 1

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ¨

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

4.7%

12  

TYPE OF REPORTING PERSON

 

PN

 

1  Represents shares of the Issuer’s Class B common stock. Each share of the Issuer’s Class B common stock is entitled to ten votes per share and is convertible at any time into one share of the Issuer’s Class A common stock.

CUSIP NO. 852234103    13 G    Page 5 of 10 Pages

 

   

NAME OF REPORTING PERSON

 

SC U.S. VENTURE 2010 MANAGEMENT, L.P. (“USV 2010 MGMT”)

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

98-0658603

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

CAYMAN ISLANDS

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

15,728,310 shares, of which 13,899,110 shares are directly held by USV 2010, 308,270 shares are directly held by USV 2010 PTRS and 1,520,930 shares are directly held by USV 2010 Q. USV 2010 MGMT is the General Partner of USV 2010, USV 2010 PTRS and USV 2010 Q. 1

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

15,728,310 shares, of which 13,899,110 shares are directly held by USV 2010, 308,270 shares are directly held by USV 2010 PTRS and 1,520,930 shares are directly held by USV 2010 Q. USV 2010 MGMT is the General Partner of USV 2010, USV 2010 PTRS and USV 2010 Q. 1

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

15,728,310 1

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ¨

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

33.6%

12  

TYPE OF REPORTING PERSON

 

PN

 

1  Represents shares of the Issuer’s Class B common stock. Each share of the Issuer’s Class B common stock is entitled to ten votes per share and is convertible at any time into one share of the Issuer’s Class A common stock.

CUSIP NO. 852234103    13 G    Page 6 of 10 Pages

 

   

NAME OF REPORTING PERSON

 

SC US (TTGP), LTD. (“SC US TTGP”)

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

98-1162638

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

CAYMAN ISLANDS

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

15,728,310 shares, of which 13,899,110 shares are directly held by USV 2010, 308,270 shares are directly held by USV 2010 PTRS and 1,520,930 shares are directly held by USV 2010 Q. SC US TTGP is the General Partner of USV 2010 MGMT, which is the General Partner of each of USV 2010, USV 2010 PTRS and USV 2010 Q. 1

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

15,728,310 shares, of which 13,899,110 shares are directly held by USV 2010, 308,270 shares are directly held by USV 2010 PTRS and 1,520,930 shares are directly held by USV 2010 Q. SC US TTGP is the General Partner of USV 2010 MGMT, which is the General Partner of each of USV 2010, USV 2010 PTRS and USV 2010 Q. 1

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

15,728,310 1

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ¨

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

33.6%

12  

TYPE OF REPORTING PERSON

 

OO

 

1  Represents shares of the Issuer’s Class B common stock. Each share of the Issuer’s Class B common stock is entitled to ten votes per share and is convertible at any time into one share of the Issuer’s Class A common stock.

CUSIP NO. 852234103    13 G    Page 7 of 10 Pages

 

ITEM 1.

 

  (a) Name of Issuer:           Square, Inc.

 

  (b) Address of Issuer’s Principal Executive Offices:

                  1455 Market Street, Suite 600

                  San Francisco, CA 94103

 

ITEM 2.

 

(a) Name of Persons Filing:

Sequoia Capital U.S. Venture 2010 Fund, L.P.

Sequoia Capital U.S. Venture 2010 Partners Fund, L.P.

Sequoia Capital U.S. Venture 2010 Partners Fund (Q), L.P.

SC U.S. Venture 2010 Management, L.P.

SC US (TTGP), Ltd.

SC US TTGP is the General Partner of USV 2010 MGMT. USV 2010 MGMT is the General Partner of each of USV 2010, USV 2010 PTRS and USV 2010 Q.

 

(b) Address of Principal Business Office or, if none, Residence:

2800 Sand Hill Road, Suite 101

Menlo Park, CA 94025

Citizenship:

SC US TTGP, USV 2010 MGMT, USV 2010, USV 2010 PTRS, USV 2010 Q: Cayman Islands

 

(c) Title of Class of Securities:     Common Stock

 

(d) CUSIP Number:                       852234103

 

ITEM 3. If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:

NOT APPLICABLE

 

ITEM 4. Ownership

SEE ROWS 5 THROUGH 11 OF COVER PAGES

CUSIP NO. 852234103    13 G    Page 8 of 10 Pages

 

ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following.  ¨

 

ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON

NOT APPLICABLE

 

ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON

NOT APPLICABLE

 

ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

NOT APPLICABLE

 

ITEM 9. NOTICE OF DISSOLUTION OF GROUP

NOT APPLICABLE

 

ITEM 10. CERTIFICATION

NOT APPLICABLE

CUSIP NO. 852234103    13 G    Page 9 of 10 Pages

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 12, 2016

 

Sequoia Capital U.S. Venture 2010 Fund, L.P.
Sequoia Capital U.S. Venture 2010 Partners Fund, L.P.
Sequoia Capital U.S. Venture 2010 Partners Fund (Q), L.P.
  By:   SC U.S. Venture 2010 Management, L.P.
    General Partner of each
  By:   SC US (TTGP), Ltd.
  its General Partner
  By:  

/s/ Douglas Leone

  Douglas Leone, Managing Director
SC U.S. Venture 2010 Management, L.P.
  By:   SC US (TTGP), Ltd.
  its General Partner
  By:  

/s/ Douglas Leone

  Douglas Leone, Managing Director
SC US (TTGP), Ltd.
  By:  

/s/ Douglas Leone

  Douglas Leone, Managing Director
 EX-99.1 2 d122872dex991.htm EX-1 EX-1
CUSIP NO. 852234103    13 G    Page 10 of 10 Pages

 

Exhibit 1

AGREEMENT AS TO JOINT FILING OF SCHEDULE 13G

The undersigned hereby agree that the Schedule 13G relating to the Class A common stock of Square, Inc., and any further amendments thereto, to which this Agreement as to Joint Filing of Schedule 13G is attached as an exhibit is filed on behalf of each of them pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

Date: February 12, 2016

 

Sequoia Capital U.S. Venture 2010 Fund, L.P.
Sequoia Capital U.S. Venture 2010 Partners Fund, L.P.
Sequoia Capital U.S. Venture 2010 Partners Fund (Q), L.P.
  By:   SC U.S. Venture 2010 Management, L.P.
    General Partner of each
  By:   SC US (TTGP), Ltd.
  its General Partner
  By:  

/s/ Douglas Leone

  Douglas Leone, Managing Director
SC U.S. Venture 2010 Management, L.P.
  By:   SC US (TTGP), Ltd.
  its General Partner
  By:  

/s/ Douglas Leone

  Douglas Leone, Managing Director
SC US (TTGP), Ltd.
  By:  

/s/ Douglas Leone

  Douglas Leone, Managing Director