SEC Form 4 · accession 0000899243-17-006250
Block, Inc. · XYZ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Vinod Khosla
10% Owner
Khosla Ventures III, L.P.
10% Owner
VK Services, LLC
10% Owner
Khosla Ventures Associates III, LLC
10% Owner
Period of report
Feb 28, 2017
Accepted (ET)
Mar 2, 2017 · 9:37 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 |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1,F2 | Feb 28, 2017 | C | 300,000 | $0.00 | A | 300,000 | I | See Footnote |
| Class A Common StockF3,F2 | Feb 28, 2017 | S | 300,000 | $17.44 | D | 0 | I | See Footnote |
| Class A Common StockF2 | Mar 1, 2017 | C | 400,000 | $0.00 | A | 400,000 | I | See Footnote |
| Class A Common StockF4,F2 | Mar 1, 2017 | S | 400,000 | $17.37 | D | 0 | I | See Footnote |
| Class A Common StockF1,F2 | Mar 2, 2017 | C | 9,300,000 | $0.00 | A | 9,300,000 | I | See Footnote |
| Class A Common StockF5,F2 | Mar 2, 2017 | S | 300,000 | $17.08 | D | 9,000,000 | I | See Footnote |
| Class A Common StockF2 | Mar 2, 2017 | J | 9,000,000 | $0.00 | D | 0 | I | See Footnote |
| Class A Common StockF8 | Mar 2, 2017 | J | 818,181 | $0.00 | A | 818,181 | I | See Footnote |
| Class A Common StockF8 | Mar 2, 2017 | J | 818,181 | $0.00 | D | 0 | I | See Footnote |
| Class A Common StockF9 | Mar 2, 2017 | J | 791,181 | $0.00 | A | 1,670,271 | I | See Footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Common StockF10,F2 | — | Feb 28, 2017 | C | 300,000 | D | — | — | Class A Common Stock | 300,000 | 38,222,780 | I |
| Class B Common StockF10,F2 | — | Mar 1, 2017 | C | 400,000 | D | — | — | Class A Common Stock | 400,000 | 37,822,780 | I |
| Class B Common StockF10,F2 | — | Mar 2, 2017 | C | 9,300,000 | D | — | — | Class A Common Stock | 9,300,000 | 28,522,780 | I |
Explanation of responses
- F1Pursuant 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.
- F10Each 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.
- F2Consists 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.
- F3The 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.
- F4The 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.
- F5The 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.
- F6On 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.
- F7On March 2, 2017, 818,181 shares of Class A Common Stock held by KVA III were distributed to the members of KVA III.
- F8Consists 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.
- F9Consists 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.