Edgar Filing: Square, Inc.

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Rizvi Traverse Management, LLC

2. Issuer Name and Ticker or Trading Symbol
Square, Inc. [SQ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

260 EAST BROWN STREET, SUITE 380

3. Date of Earliest Transaction (Month/Day/Year)
11/24/2015

(Street)

BIRMINGHAM, MI 48009

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/24/2015		C		87,420	A	⁽¹⁾	87,420	I	See footnote ⁽²⁾
Common Stock	11/24/2015		C		17,560	A	⁽¹⁾	17,560	I	See footnote ⁽³⁾
Common Stock	11/24/2015		C		249,500	A	⁽¹⁾	249,500	I	See footnote ⁽⁴⁾
Common Stock	11/24/2015		C		59,250	A	⁽¹⁾	59,250	I	See footnote ⁽⁵⁾
Common Stock	11/24/2015		C		40,210	A	⁽¹⁾	40,210	I	See footnote ⁽⁶⁾
Common Stock	11/24/2015		J⁽⁷⁾		87,420	D	⁽⁷⁾	0	I	See footnote ⁽²⁾
Common Stock	11/24/2015		J⁽⁷⁾		17,560	D	⁽⁷⁾	0	I	See footnote ⁽³⁾
Common Stock	11/24/2015		J⁽⁷⁾		249,500	D	⁽⁷⁾	0	I	See footnote ⁽⁴⁾
Common Stock	11/24/2015		J⁽⁷⁾		59,250	D	⁽⁷⁾	0	I	See footnote ⁽⁵⁾
Common Stock	11/24/2015		J⁽⁷⁾		40,210	D	⁽⁷⁾	0	I	See footnote ⁽⁶⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series D Preferred Stock

⁽¹⁾

11/24/2015

87,420

⁽¹⁾

Common Stock

87,420

$ 0

See footnote ⁽²⁾

Series D Preferred Stock

⁽¹⁾

11/24/2015

17,560

⁽¹⁾

Common Stock

17,560

$ 0

See footnote ⁽³⁾

Series D Preferred Stock

⁽¹⁾

11/24/2015

249,500

⁽¹⁾

Common Stock

249,500

$ 0

See footnote ⁽⁴⁾

Series D Preferred Stock

⁽¹⁾

11/24/2015

59,250

⁽¹⁾

Common Stock

59,250

$ 0

See footnote ⁽⁵⁾

Series D Preferred Stock

⁽¹⁾

11/24/2015

40,210

⁽¹⁾

Common Stock

40,210

$ 0

See footnote ⁽⁶⁾

Class B Common Stock ⁽⁷⁾ ⁽⁸⁾

⁽⁸⁾

11/24/2015

J⁽⁷⁾

87,420

⁽⁸⁾

Class A Common Stock

87,420

$ 0

87,420

See footnote ⁽²⁾

Class B Common Stock ⁽⁷⁾ ⁽⁸⁾

⁽⁸⁾

11/24/2015

J⁽⁷⁾

17,560

⁽⁸⁾

Class A Common Stock

17,560

$ 0

17,560

See footnote ⁽³⁾

Class B Common Stock ⁽⁷⁾ ⁽⁸⁾

⁽⁸⁾

11/24/2015

J⁽⁷⁾

249,500

⁽⁸⁾

Class A Common Stock

249,500

$ 0

249,500

See footnote ⁽⁴⁾

Class B Common Stock ⁽⁷⁾ ⁽⁸⁾

⁽⁸⁾

11/24/2015

J⁽⁷⁾

59,250

⁽⁸⁾

Class A Common Stock

59,250

$ 0

59,250

See footnote ⁽⁵⁾

Class B Common Stock ⁽⁷⁾ ⁽⁸⁾

⁽⁸⁾

11/24/2015

J⁽⁷⁾

40,210

⁽⁸⁾

Class A Common Stock

40,210

$ 0

40,210

See footnote ⁽⁶⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Rizvi Traverse Management, LLC 260 EAST BROWN STREET SUITE 380 BIRMINGHAM, MI 48009		X
Giampetroni John 260 EAST BROWN STREET SUITE 380 BIRMINGHAM, MI 48009		X
RIZVI SUHAIL 260 EAST BROWN STREET SUITE 380 BIRMINGHAM, MI 48009		X
Rizvi Opportunistic Equity Fund, L.P. 260 EAST BROWN STREET SUITE 380 BIRMINGHAM, MI 48009		X
Rizvi Opportunistic Equity Fund (TI), L.P. 260 EAST BROWN STREET SUITE 380 BIRMINGHAM, MI 48009		X
Rizvi Opportunistic Equity Fund I-B, L.P. 260 EAST BROWN STREET SUITE 380 BIRMINGHAM, MI 48009		X
Rizvi Opportunistic Equity Fund I-B (TI), L.P. 260 EAST BROWN STREET SUITE 380 BIRMINGHAM, MI 48009		X
Rizvi Traverse Partners, LLC 260 EAST BROWN STREET SUITE 380 BIRMINGHAM, MI 48009		X

Signatures

Suhail Rizvi, Managing Director, Rizvi Traverse Management, LLC		11/24/2015
^**Signature of Reporting Person		Date
John Giampetroni		11/24/2015
^**Signature of Reporting Person		Date
Suhail Rizvi		11/24/2015
^**Signature of Reporting Person		Date
Suhail Rizvi, Managing Director of Rizvi Traverse Management, LLC, the General Partner of Rizvi Opportunistic Equity Fund, L.P		11/24/2015
^**Signature of Reporting Person		Date
Suhail Rizvi, Managing Director of Rizvi Traverse Management, LLC, the General Partner of Rizvi Opportunistic Equity Fund (TI), L.P.		11/24/2015
^**Signature of Reporting Person		Date
Suhail Rizvi, Managing Director of Rizvi Traverse Management, LLC, the General Partner of Rizvi Opportunistic Equity Fund I-B, L.P.		11/24/2015
^**Signature of Reporting Person		Date
Suhail Rizvi, Managing Director of Rizvi Traverse Management, LLC, the General Partner of Rizvi Opportunistic Equity Fund I-B (TI), L.P.		11/24/2015
^**Signature of Reporting Person		Date
Suhail Rizvi, Managing Director of Rizvi Traverse Management, LLC, the Manager of Rizvi Traverse Partners, LLC		11/24/2015
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The Series D Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering, and had no expiration date.
(2)	Shares held directly by Rizvi Opportunistic Equity Fund, L.P. Rizvi Traverse Management, LLC (the general partner of Rizvi Opportunistic Equity Fund, L.P.), and John Giampetroni and Suhail Rizvi (the managers of Rizvi Traverse Management, LLC) have sole voting and investment power over the securities held by Rizvi Opportunistic Equity Fund, L.P. Such persons and entities disclaim beneficial ownership of shares held by Rizvi Opportunistic Equity Fund, L.P. except to the extent of any pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
(3)	Shares held directly by Rizvi Opportunistic Equity Fund (TI), L.P. Rizvi Traverse Management, LLC (the general partner of Rizvi Opportunistic Equity Fund (TI), L.P.), and John Giampetroni and Suhail Rizvi (the managers of Rizvi Traverse Management, LLC) have sole voting and investment power over the securities held by Rizvi Opportunistic Equity Fund (TI), L.P. Such persons and entities disclaim beneficial ownership of shares held by Rizvi Opportunistic Equity Fund (TI), L.P. except to the extent of any pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
(4)	Shares held directly by Rizvi Opportunistic Equity Fund I-B, L.P. Rizvi Traverse Management, LLC (the general partner of Rizvi Opportunistic Equity Fund I-B, L.P.), and John Giampetroni and Suhail Rizvi (the managers of Rizvi Traverse Management, LLC) have sole voting and investment power over the securities held by Rizvi Opportunistic Equity Fund I-B, L.P. Such persons and entities disclaim beneficial ownership of shares held by Rizvi Opportunistic Equity Fund I-B, L.P. except to the extent of any pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
(5)	Shares held directly by Rizvi Opportunistic Equity Fund I-B (TI), L.P. Rizvi Traverse Management, LLC (the general partner of Rizvi Opportunistic Equity Fund I-B (TI), L.P.), and John Giampetroni and Suhail Rizvi (the managers of Rizvi Traverse Management, LLC) have sole voting and investment power over the securities held by Rizvi Opportunistic Equity Fund I-B (TI), L.P. Such persons and entities disclaim beneficial ownership of shares held by Rizvi Opportunistic Equity Fund I-B (TI), L.P. except to the extent of any pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
(6)	Shares held directly by Rizvi Traverse Partners, LLC. Rizvi Traverse Management, LLC (the manager of Rizvi Traverse Partners, LLC), and John Giampetroni and Suhail Rizvi (the managers of Rizvi Traverse Management, LLC) have sole voting and investment power over the securities held by Rizvi Traverse Partners, LLC. Such persons and entities disclaim beneficial ownership of shares held by Rizvi Traverse Partners, LLC. except to the extent of any pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
(7)	Immediately prior to the closing of the Issuer's initial public offering and following the conversion of each series of the Issuer's convertible preferred stock into Common Stock, each share of Common Stock was reclassified into one share of Class B Common Stock in an exempt transaction pursuant to Rule 16b-7.
(8)	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.
Remarks: This report is filed as one of three to report related transactions for the following filers: Rizvi Traverse Management, LLC; John Giampetroni; Suhail Rizvi; Rizvi Opportunistic Equity Fund, L.P.; Rizvi Opportunistic Equity Fund (TI), L.P.; Rizvi Opportunistic Equity Fund I-B, L.P.; Rizvi Opportunistic Equity Fund I-B (TI), L.P.; Rizvi Traverse Partners, LLC; Rizvi Traverse Management II, LLC; Rizvi Opportunistic Equity Fund II, L.P.; Rizvi Traverse Partners II, LLC; RT-SQ Management, LLC; RT Spartan IV, LLC; RT SQ Co-Invest, LLC; Rizvi Traverse CI GP, LLC; RT SQ Secondary, LLC; RT SQ Co-Invest II, LLC; RT-SQ TS, LLC; and RT SQ Special Opportunities, LLC.

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