SEC Form 4 · accession 0001104659-15-081150
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 | 87,420 | — | A | 87,420 | I | See footnote |
| Common StockF1,F3 | Nov 24, 2015 | C | 17,560 | — | A | 17,560 | I | See footnote |
| Common StockF1,F4 | Nov 24, 2015 | C | 249,500 | — | A | 249,500 | I | See footnote |
| Common StockF1,F5 | Nov 24, 2015 | C | 59,250 | — | A | 59,250 | I | See footnote |
| Common StockF1,F6 | Nov 24, 2015 | C | 40,210 | — | A | 40,210 | I | See footnote |
| Common StockF7,F2 | Nov 24, 2015 | J | 87,420 | — | D | 0 | I | See footnote |
| Common StockF7,F3 | Nov 24, 2015 | J | 17,560 | — | D | 0 | I | See footnote |
| Common StockF7,F4 | Nov 24, 2015 | J | 249,500 | — | D | 0 | I | See footnote |
| Common StockF7,F5 | Nov 24, 2015 | J | 59,250 | — | D | 0 | I | See footnote |
| Common StockF7,F6 | Nov 24, 2015 | J | 40,210 | — | 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 | 87,420 | D | — | — | Common Stock | 87,420 | 0 | I |
| Series D Preferred StockF3,F1 | — | Nov 24, 2015 | C | 17,560 | D | — | — | Common Stock | 17,560 | 0 | I |
| Series D Preferred StockF4,F1 | — | Nov 24, 2015 | C | 249,500 | D | — | — | Common Stock | 249,500 | 0 | I |
| Series D Preferred StockF5,F1 | — | Nov 24, 2015 | C | 59,250 | D | — | — | Common Stock | 59,250 | 0 | I |
| Series D Preferred StockF6,F1 | — | Nov 24, 2015 | C | 40,210 | D | — | — | Common Stock | 40,210 | 0 | I |
| Class B Common StockF7,F8,F2 | — | Nov 24, 2015 | J | 87,420 | A | — | — | Class A Common Stock | 87,420 | 87,420 | I |
| Class B Common StockF7,F8,F3 | — | Nov 24, 2015 | J | 17,560 | A | — | — | Class A Common Stock | 17,560 | 17,560 | I |
| Class B Common StockF7,F8,F4 | — | Nov 24, 2015 | J | 249,500 | A | — | — | Class A Common Stock | 249,500 | 249,500 | I |
| Class B Common StockF7,F8,F5 | — | Nov 24, 2015 | J | 59,250 | A | — | — | Class A Common Stock | 59,250 | 59,250 | I |
| Class B Common StockF7,F8,F6 | — | Nov 24, 2015 | J | 40,210 | A | — | — | Class A Common Stock | 40,210 | 40,210 | 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, L.P. Rizvi Traverse Management, LLC (the general partner of Rizvi Opportunistic Equity Fund, L.P.), and John Giampetroni and Suhail Rizvi (the managers of Rizvi Traverse Management, LLC) have sole voting and investment power over the securities held by Rizvi Opportunistic Equity Fund, L.P. Such persons and entities disclaim beneficial ownership of shares held by Rizvi Opportunistic Equity Fund, 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 Opportunistic Equity Fund (TI), L.P. Rizvi Traverse Management, LLC (the general partner of Rizvi Opportunistic Equity Fund (TI), L.P.), and John Giampetroni and Suhail Rizvi (the managers of Rizvi Traverse Management, LLC) have sole voting and investment power over the securities held by Rizvi Opportunistic Equity Fund (TI), L.P. Such persons and entities disclaim beneficial ownership of shares held by Rizvi Opportunistic Equity Fund (TI), 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.
- F4Shares held directly by Rizvi Opportunistic Equity Fund I-B, L.P. Rizvi Traverse Management, LLC (the general partner of Rizvi Opportunistic Equity Fund I-B, L.P.), and John Giampetroni and Suhail Rizvi (the managers of Rizvi Traverse Management, LLC) have sole voting and investment power over the securities held by Rizvi Opportunistic Equity Fund I-B, L.P. Such persons and entities disclaim beneficial ownership of shares held by Rizvi Opportunistic Equity Fund I-B, 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.
- F5Shares held directly by Rizvi Opportunistic Equity Fund I-B (TI), L.P. Rizvi Traverse Management, LLC (the general partner of Rizvi Opportunistic Equity Fund I-B (TI), L.P.), and John Giampetroni and Suhail Rizvi (the managers of Rizvi Traverse Management, LLC) have sole voting and investment power over the securities held by Rizvi Opportunistic Equity Fund I-B (TI), L.P. Such persons and entities disclaim beneficial ownership of shares held by Rizvi Opportunistic Equity Fund I-B (TI), 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.
- F6Shares held directly by Rizvi Traverse Partners, LLC. Rizvi Traverse Management, LLC (the manager of Rizvi Traverse Partners, LLC), and John Giampetroni and Suhail Rizvi (the managers of Rizvi Traverse Management, LLC) have sole voting and investment power over the securities held by Rizvi Traverse Partners, LLC. Such persons and entities disclaim beneficial ownership of shares held by Rizvi Traverse Partners, 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.
- F7Immediately 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.
- 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.