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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

SC US (TTGP), LTD.

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)

C/O SEQUOIA CAPITAL, 2800 SAND HILL ROAD, SUITE 101

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

(Street)

MENLO PARK, CA 94025

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		13,899,110	A	⁽¹⁾	13,899,110	I	By Sequoia Capital U.S. Venture 2010 Fund, LP ⁽²⁾
Common Stock ⁽³⁾	11/24/2015		J		13,899,110	D	⁽³⁾	0	I	By Sequoia Capital U.S. Venture 2010 Fund, LP ⁽²⁾
Common Stock	11/24/2015		C		1,520,930	A	⁽¹⁾	1,520,930	I	By Sequoia Capital U.S. Venture 2010 Partners Fund (Q), LP ⁽²⁾
Common Stock ⁽³⁾	11/24/2015		J		1,520,930	D	⁽³⁾	0	I	By Sequoia Capital U.S. Venture 2010 Partners Fund (Q), LP ⁽²⁾
Common Stock	11/24/2015		C		308,270	A	⁽¹⁾	308,270	I	By Sequoia Capital U.S. Venture 2010 Partners Fund, LP ⁽²⁾
Common Stock ⁽³⁾	11/24/2015		J		308,270	D	⁽³⁾	0	I	By Sequoia Capital U.S. Venture 2010 Partners Fund, LP ⁽²⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 B-2 Preferred Stock ⁽¹⁾

⁽¹⁾

11/24/2015

13,899,110

⁽¹⁾

Common Stock

13,899,110

$ 0

By Sequoia Capital U.S. Venture 2010 Fund, LP ⁽²⁾

Class B Common Stock ⁽³⁾ ⁽⁴⁾

⁽⁴⁾

11/24/2015

13,899,110

⁽⁴⁾

Class A Common Stock

13,899,110

$ 0

13,899,110

By Sequoia Capital U.S. Venture 2010 Fund, LP ⁽²⁾

Series B-2 Preferred Stock ⁽¹⁾

⁽¹⁾

11/24/2015

1,520,930

⁽¹⁾

Common Stock

1,520,930

$ 0

By Sequoia Capital U.S. Venture 2010 Partners Fund (Q), LP ⁽²⁾

Class B Common Stock ⁽³⁾ ⁽⁴⁾

⁽⁴⁾

11/24/2015

1,520,930

⁽⁴⁾

Class A Common Stock

1,520,930

$ 0

1,520,930

By Sequoia Capital U.S. Venture 2010 Partners Fund (Q), LP ⁽²⁾

Series B-2 Preferred Stock ⁽¹⁾

⁽¹⁾

11/24/2015

308,270

⁽¹⁾

Common Stock

308,270

$ 0

By Sequoia Capital U.S. Venture 2010 Partners Fund, LP ⁽²⁾

Class B Common Stock ⁽³⁾ ⁽⁴⁾

⁽⁴⁾

11/24/2015

308,270

⁽⁴⁾

Class A Common Stock

308,270

$ 0

308,270

By Sequoia Capital U.S. Venture 2010 Partners Fund, LP ⁽²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
SC US (TTGP), LTD. C/O SEQUOIA CAPITAL, 2800 SAND HILL ROAD SUITE 101 MENLO PARK, CA 94025		X
SEQUOIA CAPITAL U.S. VENTURE 2010 FUND, L.P. C/O SEQUOIA CAPITAL, 2800 SAND HILL ROAD SUITE 101 MENLO PARK, CA 94025		X
Sequoia Capital U.S. Venture 2010 Partners Fund, L.P. C/O SEQUOIA CAPITAL, 2800 SAND HILL ROAD SUITE 101 MENLO PARK, CA 94025		X
Sequoia Capital U.S. Venture 2010 Partners Fund (Q), L.P. C/O SEQUOIA CAPITAL, 2800 SAND HILL ROAD SUITE 101 MENLO PARK, CA 94025		X
SC U.S. VENTURE 2010 MANAGEMENT, L.P. C/O SEQUOIA CAPITAL, 2800 SAND HILL ROAD SUITE 101 MENLO PARK, CA 94025		X

Signatures

/s/ Jason Gao, by power of attorney for Roelof F. Botha, a Director of SC US (TTGP), Ltd.		11/24/2015
^**Signature of Reporting Person		Date
/s/ Jason Gao, by power of attorney for Roelof F. Botha, a Director of SC US (TTGP), Ltd., the General Partner of SC U.S. Venture 2010 Management, L.P., the General Partner of Sequoia Capital U.S. Venture 2010 Fund LP		11/24/2015
^**Signature of Reporting Person		Date
/s/ Jason Gao, by power of attorney for Roelof F. Botha, a Director of SC US (TTGP), Ltd., the General Partner of SC U.S. Venture 2010 Management, L.P., the General Partner of Sequoia Capital U.S. Venture 2010 Partners Fund LP		11/24/2015
^**Signature of Reporting Person		Date
/s/ Jason Gao, by power of attorney for Roelof F. Botha, a Director of SC US (TTGP), Ltd., the General Partner of SC U.S. Venture 2010 Management, L.P., the General Partner of Sequoia Capital U.S. Venture 2010 Partners Fund (Q) LP		11/24/2015
^**Signature of Reporting Person		Date
/s/ Jason Gao, by power of attorney for Roelof F. Botha, a Director of SC US (TTGP), Ltd., the General Partner of SC U.S. Venture 2010 Management, L.P.		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 B-2 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)	SC US (TTGP), Ltd. ("SC US TTGP") is the sole general partner of SC U.S. Venture 2010 Management, L.P. ("SC USV 2010 MGMT"), which is the sole general partner of each of Sequoia Capital U.S. Venture 2010 Fund, LP, Sequoia Capital U.S. Venture 2010 Partners Fund, LP and Sequoia Capital U.S. Venture 2010 Partners Fund (Q), LP. As a result, SC US TTGP and SC USV 2010 MGMT may be deemed to share voting and dispositive power with respect to the shares held by Sequoia Capital U.S. Venture 2010 Fund, LP, Sequoia Capital U.S. Venture 2010 Partners Fund, LP and Sequoia Capital U.S. Venture 2010 Partners Fund (Q), LP. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of its 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)	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.
(4)	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.

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