SEC Form 4 · accession 0000899243-15-008838
Block, Inc. · XYZ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
STARBUCKS CORP
10% Owner
Period of report
Nov 24, 2015
Accepted (ET)
Nov 24, 2015 · 5:22 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001512673
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Nov 24, 2015 | C | 2,269,830 | — | A | 2,269,830 | D | |
| Common StockF2 | Nov 24, 2015 | J | 2,269,830 | — | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series D Preferred StockF1 | — | Nov 24, 2015 | C | 2,269,830 | D | — | — | Common Stock | 2,269,830 | 0 | D |
| Class B Common StockF2,F3 | — | Nov 24, 2015 | J | 2,269,830 | A | — | — | Class A Common Stock | 2,269,830 | 2,269,830 | D |
| Warrant to Purchase Stock (right to buy)F4,F5 | $11.014 | Nov 24, 2015 | J | 9,456,955 | D | — | — | Common Stock | 9,456,955 | 9,456,955 | D |
| Warrant to Purchase Stock (right to buy)F4,F5 | $11.014 | Nov 24, 2015 | J | 9,456,955 | A | — | — | Class B Common Stock | 9,456,955 | 9,456,955 | D |
Explanation of responses
- F1The 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.
- F2Immediately 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.
- F3Each 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.
- F4Pursuant to the terms of the Warrant held by the Reporting Person, upon the reclassification of each share of Common Stock into a share of Class B Common Stock in an exempt transaction pursuant to Rule 16b-7, the Warrant automatically became exercisable for Class B Common Stock instead of Common Stock, which may be deemed to constitute a disposition and acquisition of the Warrant for purposes of Rule 16b-7.
- F5The Warrant became exercisable in full prior to the Issuer's initial public offering of Class A Common Stock. The Warrant expires on the earliest of (i) the fifth anniversary of the Commercial Launch Date; (ii) the consummation of a Liquidation Transaction; and (iii) forfeiture and cancellation pursuant to Section 3.2 of the Commercial Agreement, to the extent applicable (as such capitalized terms are defined in the Warrant).