SEC Form 4 · accession 0001104659-15-081149
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 | 999,998 | — | A | 999,998 | I | See footnote |
| Common StockF3,F2 | Nov 24, 2015 | J | 999,998 | — | D | 0 | I | See footnote |
| Common StockF3,F4 | Nov 24, 2015 | J | 902,150 | — | D | 0 | I | See footnote |
| Common StockF3,F5 | Nov 24, 2015 | J | 628,960 | — | D | 0 | I | See footnote |
| Class A Common StockF6 | Nov 24, 2015 | P | 750,000 | $9.00 | A | 750,000 | I | See footnote |
| Class A Common StockF6 | Nov 24, 2015 | J | 750,000 | $0.00 | 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 E Preferred StockF2,F1 | — | Nov 24, 2015 | C | 485,014 | D | — | — | Common Stock | 999,998 | 0 | I |
| Class B Common StockF3,F8,F2 | — | Nov 24, 2015 | J | 999,998 | A | — | — | Class A Common Stock | 999,998 | 999,998 | I |
| Class B Common StockF3,F8,F4 | — | Nov 24, 2015 | J | 902,150 | A | — | — | Class A Common Stock | 902,150 | 902,150 | I |
| Class B Common StockF3,F8,F5 | — | Nov 24, 2015 | J | 628,960 | A | — | — | Class A Common Stock | 628,960 | 628,960 | I |
Explanation of responses
- F1The Series E Preferred Stock automatically converted into Common Stock on a 1:2.0618 basis immediately prior to the closing of the Issuer's initial public offering, and had no expiration date.
- F2Shares held directly by RT SQ Co-Invest II, LLC. Rizvi Traverse CI GP, LLC (the manager of RT SQ Co-Invest II, LLC), and John Giampetroni and Suhail Rizvi (the managers of Rizvi Traverse CI GP, LLC) have sole voting and investment power over the securities held by RT SQ Co-Invest II, LLC. Such persons and entities disclaim beneficial ownership of shares held by RT SQ Co-Invest 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.
- F3Immediately 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.
- F4Shares held directly by RT SQ Secondary, LLC. Rizvi Traverse CI GP, LLC (the manager of RT SQ Secondary, LLC), and John Giampetroni and Suhail Rizvi (the managers of Rizvi Traverse CI GP, LLC) have sole voting and investment power over the securities held by RT SQ Secondary, LLC. Such persons and entities disclaim beneficial ownership of shares held by RT SQ Secondary, 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 TS, LLC. Rizvi Traverse CI GP, LLC (the manager of RT-SQ TS, LLC), and John Giampetroni and Suhail Rizvi (the managers of Rizvi Traverse CI GP, LLC) have sole voting and shared investment power over the securities held by RT-SQ TS, LLC. Such persons and entities disclaim beneficial ownership of shares held by RT-SQ TS, 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.
- F6Shares held directly by RT SQ Special Opportunities, LLC. Rizvi Traverse CI GP, LLC (the manager of RT SQ Special Opportunities, LLC), and John Giampetroni and Suhail Rizvi (the managers of Rizvi Traverse CI GP, LLC) have sole voting and investment power over the securities held by RT SQ Special Opportunities, LLC. Such persons and entities disclaim beneficial ownership of shares held by RT SQ Special Opportunities, 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.
- F7The transaction reported on this line represents a pro rata liquidating distribution, and not a purchase or sale of securities, by RT SQ Special Opportunities, LLC, to its members without consideration.
- F8Each 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.