SEC Form 4 · accession 0001209191-15-082013
Block, Inc. · XYZ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Dana Wagner
Officer — Gen. Counsel & Corp. Secretary
Period of report
Nov 24, 2015
Accepted (ET)
Nov 24, 2015 · 4:42 pm EST
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 |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Nov 24, 2015 | J | 309,120 | — | D | 0 | I | See footnote |
| Common StockF1,F3 | Nov 24, 2015 | J | 67,000 | — | D | 0 | D | |
| Class A Common StockF1,F4 | Nov 24, 2015 | J | 67,000 | — | A | 67,000 | D |
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 StockF1,F5,F2 | — | Nov 24, 2015 | J | 309,120 | A | — | — | Class A Common Stock | 309,120 | 309,120 | I |
| Stock Option (right to buy)F6,F1 | $1.311 | Nov 24, 2015 | J | 960,000 | D | — | Aug 10, 2021 | Common Stock | 960,000 | 0 | D |
| Stock Option (right to buy)F6,F1,F5 | $1.311 | Nov 24, 2015 | J | 960,000 | A | — | Aug 10, 2021 | Class B Common Stock | 960,000 | 960,000 | D |
| Stock Option (right to buy)F7,F1 | $2.904 | Nov 24, 2015 | J | 103,750 | D | — | May 31, 2023 | Common Stock | 103,750 | 0 | D |
| Stock Option (right to buy)F7,F1,F5 | $2.904 | Nov 24, 2015 | J | 103,750 | A | — | May 31, 2023 | Class B Common Stock | 103,750 | 103,750 | D |
| Stock Option (right to buy)F8,F1 | $7.254 | Nov 24, 2015 | J | 250,000 | D | — | Feb 27, 2024 | Common Stock | 250,000 | 0 | D |
| Stock Option (right to buy)F8,F1,F5 | $7.254 | Nov 24, 2015 | J | 250,000 | A | — | Feb 27, 2024 | Class B Common Stock | 250,000 | 250,000 | D |
| Stock Option (right to buy)F9,F1 | $9.00 | Nov 24, 2015 | J | 200,000 | D | — | Nov 18, 2025 | Common Stock | 200,000 | 0 | D |
| Stock Option (right to buy)F9,F1,F5 | $9.00 | Nov 24, 2015 | J | 200,000 | A | — | Nov 18, 2025 | Class B Common Stock | 200,000 | 200,000 | D |
Explanation of responses
- F1Immediately prior to the closing of the Issuer's initial public offering, each share of Common Stock was reclassified into one share of Class B Common Stock in an exempt transaction pursuant to Rule 16b-7.
- F2The shares are held of record by the Dana R. Wagner Living Trust, for which Reporting Person serves as trustee.
- F3Each share is represented by a restricted stock unit (RSU). Each RSU represents a contingent right to receive one share of the Issuer's Common Stock upon settlement. 25% of the RSUs vest on November 1, 2016, and 1/12 of the remaining RSUs vest every three months thereafter.
- F4Each share is represented by a restricted stock unit (RSU). Each RSU represents a contingent right to receive one share of the Issuer's Class B Common Stock upon settlement. Each 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. 25% of the RSUs vest on November 1, 2016, and 1/12 of the remaining RSUs vest every three months thereafter.
- F5Each 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.
- F6The shares subject to the option are fully vested and exercisable.
- F725% of the shares subject to the option vested on May 16, 2014, and 1/48 of the shares vest monthly thereafter.
- F820% of the shares subject to the option vested on February 24, 2015, and 1/60 of the shares vest monthly thereafter.
- F925% of the shares subject to the option vest on October 19, 2016, and 1/48 of the shares vest monthly thereafter.