SEC Form 4 · accession 0001209191-15-082034
Block, Inc. · XYZ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Nov 24, 2015
Accepted (ET)
Nov 24, 2015 · 4:54 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,F3 | Nov 24, 2015 | C | 8,623,410 | — | A | 8,623,410 | I | See footnote |
| Common StockF4,F2,F3 | Nov 24, 2015 | J | 8,623,410 | — | 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 C Preferred StockF1,F2,F3 | — | Nov 24, 2015 | C | 8,623,410 | D | — | — | Common Stock | 8,623,410 | 0 | I |
| Class B Common StockF4,F5,F2,F3 | — | Nov 24, 2015 | J | 8,623,410 | A | — | — | Class A Common Stock | 8,623,410 | 8,623,410 | I |
Explanation of responses
- F1The Series C 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.
- F2All shares are held for convenience in the name of "KPCB Holdings, Inc. as nominee," for the accounts of such individuals and entities who each exercise their own voting and dispositive power over such shares. The managing member of KPCB Digital Growth Fund, LLC and KPCB DGF Founders Fund, LLC is KPCB DGF Associates, LLC. John Doerr, Ted Schlein, Brook Byers, Bing Gordon and Mary Meeker (collectively, the "Managing Members") are the managing members of KPCB DGF Associates, LLC, and, as such, may be deemed to have shared voting and dispositive power with respect to the issuer's securities held of record by KPCB Digital Growth Fund, LLC and KPCB DGF Founders Fund, LLC. [continued in next footnote]
- F3[continued from previous footnote] Each of entities and the Managing Members disclaims beneficial ownership of the securities reported herein, except to the extent of their respective pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of the shares for purposes of Section 16 or for any other purpose.
- F4Immediately 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.
- 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.