Block, Inc. — Director's Dealing 2015

Nov 24, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Square, Inc. (SQ)
CIK: 0001512673
Period of Report: 2015-11-24

Reporting Person: SC US (TTGP), LTD. (10% Owner)
Reporting Person: SEQUOIA CAPITAL U.S. VENTURE 2010 FUND, L.P. (10% Owner)
Reporting Person: Sequoia Capital U.S. Venture 2010 Partners Fund, L.P. (10% Owner)
Reporting Person: Sequoia Capital U.S. Venture 2010 Partners Fund (Q), L.P. (10% Owner)
Reporting Person: SC U.S. VENTURE 2010 MANAGEMENT, L.P. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-11-24	Common Stock	C	13899110	—	Acquired	13899110	Indirect
2015-11-24	Common Stock	J	13899110	—	Disposed	0	Indirect
2015-11-24	Common Stock	C	1520930	—	Acquired	1520930	Indirect
2015-11-24	Common Stock	J	1520930	—	Disposed	0	Indirect
2015-11-24	Common Stock	C	308270	—	Acquired	308270	Indirect
2015-11-24	Common Stock	J	308270	—	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-11-24	Series B-2 Preferred Stock	$	C	13899110	Disposed		Common Stock (13899110)	Indirect
2015-11-24	Class B Common Stock	$	J	13899110	Acquired		Class A Common Stock (13899110)	Indirect
2015-11-24	Series B-2 Preferred Stock	$	C	1520930	Disposed		Common Stock (1520930)	Indirect
2015-11-24	Class B Common Stock	$	J	1520930	Acquired		Class A Common Stock (1520930)	Indirect
2015-11-24	Series B-2 Preferred Stock	$	C	308270	Disposed		Common Stock (308270)	Indirect
2015-11-24	Class B Common Stock	$	J	308270	Acquired		Class A Common Stock (308270)	Indirect

Footnotes

F1: The Series B-2 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.

F2: SC US (TTGP), Ltd. ("SC US TTGP") is the sole general partner of SC U.S. Venture 2010 Management, L.P. ("SC USV 2010 MGMT"), which is the sole general partner of each of Sequoia Capital U.S. Venture 2010 Fund, LP, Sequoia Capital U.S. Venture 2010 Partners Fund, LP and Sequoia Capital U.S. Venture 2010 Partners Fund (Q), LP. As a result, SC US TTGP and SC USV 2010 MGMT may be deemed to share voting and dispositive power with respect to the shares held by Sequoia Capital U.S. Venture 2010 Fund, LP, Sequoia Capital U.S. Venture 2010 Partners Fund, LP and Sequoia Capital U.S. Venture 2010 Partners Fund (Q), LP. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of its 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.

F3: Immediately 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.

F4: 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.