SEC Form 4 · accession 0001104659-16-122064
Block, Inc. · XYZ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Suhail Rizvi
10% Owner
Rizvi Traverse Management, LLC
10% Owner
John Giampetroni
10% Owner
Rizvi Traverse Partners, LLC
10% Owner
Period of report
May 6, 2016
Accepted (ET)
May 19, 2016 · 3:10 pm EDT
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 | May 6, 2016 | C | 87,420 | $0.00 | A | 87,420 | I | See footnote |
| Class A Common StockF2 | May 6, 2016 | C | 17,560 | $0.00 | A | 17,560 | I | See footnote |
| Class A Common StockF3 | May 6, 2016 | C | 249,500 | $0.00 | A | 249,500 | I | See footnote |
| Class A Common StockF4 | May 6, 2016 | C | 59,250 | $0.00 | A | 59,250 | I | See footnote |
| Class A Common StockF5 | May 6, 2016 | C | 40,210 | $0.00 | A | 40,210 | 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 StockF6,F7,F1 | — | May 6, 2016 | C | 87,420 | D | — | — | Class A Common Stock | 87,420 | 0 | I |
| Class B Common StockF6,F7,F2 | — | May 6, 2016 | C | 17,560 | D | — | — | Class A Common Stock | 17,560 | 0 | I |
| Class B Common StockF6,F7,F3 | — | May 6, 2016 | C | 249,500 | D | — | — | Class A Common Stock | 249,500 | 0 | I |
| Class B Common StockF6,F7,F4 | — | May 6, 2016 | C | 59,250 | D | — | — | Class A Common Stock | 59,250 | 0 | I |
| Class B Common StockF6,F7,F5 | — | May 6, 2016 | C | 40,210 | D | — | — | Class A Common Stock | 40,210 | 0 | I |
Explanation of responses
- F1Shares 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.
- F2Shares 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.
- F3Shares 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.
- F4Shares 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.
- F5Shares 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.
- F6Each 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.
- F7The holder elected to convert the shares of Class B Common Stock into Class A Common Stock.
Remarks
This report is filed as one of two 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; and RT SQ Co-Invest, LLC.