SEC Form 4 · accession 0001104659-15-081148
Block, Inc. · XYZ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Nov 24, 2015 | C | 565,210 | — | A | 565,210 | I | See footnote |
| Common StockF1,F3 | Nov 24, 2015 | C | 29,470 | — | A | 29,470 | I | See footnote |
| Common StockF1,F4 | Nov 24, 2015 | C | 11,349,190 | — | A | 11,349,190 | I | See footnote |
| Common StockF1,F5 | Nov 24, 2015 | C | 1,221,170 | — | A | 1,221,170 | I | See footnote |
| Common StockF6,F2 | Nov 24, 2015 | J | 565,210 | — | D | 0 | I | See footnote |
| Common StockF6,F3 | Nov 24, 2015 | J | 29,470 | — | D | 0 | I | See footnote |
| Common StockF6,F4 | Nov 24, 2015 | J | 11,349,190 | — | D | 0 | I | See footnote |
| Common StockF6,F5 | Nov 24, 2015 | J | 1,221,170 | — | D | 0 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series D Preferred StockF2,F1 | — | Nov 24, 2015 | C | 565,210 | D | — | — | Common Stock | 565,210 | 0 | I |
| Series D Preferred StockF3,F1 | — | Nov 24, 2015 | C | 29,470 | D | — | — | Common Stock | 29,470 | 0 | I |
| Series D Preferred StockF4,F1 | — | Nov 24, 2015 | C | 11,349,190 | D | — | — | Common Stock | 11,349,190 | 0 | I |
| Series D Preferred StockF5,F1 | — | Nov 24, 2015 | C | 1,221,170 | D | — | — | Common Stock | 1,221,170 | 0 | I |
| Class B Common StockF6,F7,F2 | — | Nov 24, 2015 | J | 565,210 | A | — | — | Class A Common Stock | 565,210 | 565,210 | I |
| Class B Common StockF6,F7,F3 | — | Nov 24, 2015 | J | 29,470 | A | — | — | Class A Common Stock | 29,470 | 29,470 | I |
| Class B Common StockF6,F7,F4 | — | Nov 24, 2015 | J | 11,349,190 | A | — | — | Class A Common Stock | 11,349,190 | 11,349,190 | I |
| Class B Common StockF6,F7,F5 | — | Nov 24, 2015 | J | 1,221,170 | A | — | — | Class A Common Stock | 1,221,170 | 1,221,170 | I |
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.
- F2Shares held directly by Rizvi Opportunistic Equity Fund II, L.P. Rizvi Traverse Management II, LLC (the manager of Rizvi Opportunistic Equity Fund II, L.P.), and John Giampetroni and Suhail Rizvi (the managers of Rizvi Traverse Management II, LLC) have sole voting and investment power over the securities held by Rizvi Opportunistic Equity Fund II, L.P. Such persons and entities disclaim beneficial ownership of shares held by Rizvi Opportunistic Equity Fund II, 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.
- F3Shares held directly by Rizvi Traverse Partners II, LLC. Rizvi Traverse Management II, LLC (the manager of Rizvi Traverse Partners II, LLC), and John Giampetroni and Suhail Rizvi (the managers of Rizvi Traverse Management II, LLC) have sole voting and investment power over the securities held by Rizvi Traverse Partners II, LLC. Such persons and entities disclaim beneficial ownership of shares held by Rizvi Traverse Partners II, 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.
- F4Shares held directly by RT Spartan IV, LLC. RT-SQ Management, LLC (the manager of RT Spartan IV, LLC), and John Giampetroni and Suhail Rizvi (the managers of RT-SQ Management, LLC) have sole voting and shared investment power over the securities held by RT Spartan IV, LLC. Such persons and entities disclaim beneficial ownership of shares held by RT Spartan IV, 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.
- F5Shares held directly by RT SQ Co-Invest, LLC. RT-SQ Management, LLC (the manager of RT SQ Co-Invest, LLC), and John Giampetroni and Suhail Rizvi (the managers of RT-SQ Management, LLC) have sole voting and investment power over the securities held by RT SQ Co-Invest, LLC. Such persons and entities disclaim beneficial ownership of shares held by RT SQ Co-Invest, 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.
- F6Immediately 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.
- F7Each 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.