SEC Form 4 · accession 0001104659-16-122066
Block, Inc. · XYZ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Suhail Rizvi
10% Owner
RT SQ Co-Invest, LLC
10% Owner
Rizvi Traverse Management, LLC
10% Owner
John Giampetroni
10% Owner
RT Spartan IV, LLC
10% Owner
Rizvi Traverse Partners II, LLC
10% Owner
Rizvi Traverse Management II, LLC
10% Owner
RT-SQ Management, LLC
10% Owner
Period of report
May 6, 2016
Accepted (ET)
May 19, 2016 · 3:11 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 | 565,210 | $0.00 | A | 565,210 | I | See footnote |
| Class A Common StockF2 | May 6, 2016 | C | 29,470 | $0.00 | A | 29,470 | I | See footnote |
| Class A Common StockF3 | May 6, 2016 | C | 11,349,190 | $0.00 | A | 11,349,190 | I | See footnote |
| Class A Common StockF4 | May 6, 2016 | C | 1,221,170 | $0.00 | A | 1,221,170 | I | See footnote |
| Class A Common StockF3 | May 17, 2016 | J | 11,349,190 | $0.00 | D | 0 | I | See footnote |
| Class A Common StockF4 | May 19, 2016 | J | 1,221,170 | $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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Common StockF7,F8,F1 | — | May 6, 2016 | C | 565,210 | D | — | — | Class A Common Stock | 565,210 | 0 | I |
| Class B Common StockF7,F8,F2 | — | May 6, 2016 | C | 29,470 | D | — | — | Class A Common Stock | 29,470 | 0 | I |
| Class B Common StockF7,F8,F3 | — | May 6, 2016 | C | 11,349,190 | D | — | — | Class A Common Stock | 11,349,190 | 0 | I |
| Class B Common StockF7,F8,F4 | — | May 6, 2016 | C | 1,221,170 | D | — | — | Class A Common Stock | 1,221,170 | 0 | I |
Explanation of responses
- F1Shares 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.
- F2Shares 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.
- F3Shares 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.
- F4Shares 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.
- F5The transaction reported on this line represents a pro rata liquidating distribution, and not a purchase or sale of securities, by RT Spartan IV, LLC, to its members without consideration.
- F6The transaction reported on this line represents a pro rata liquidating distribution, and not a purchase or sale of securities, by RT SQ Co-Invest, LLC, to its members without consideration.
- 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.
- F8The 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.