Block, Inc. — Director's Dealing 2016

May 19, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Square, Inc. (SQ)
CIK: 0001512673
Period of Report: 2016-05-06

Reporting Person: Rizvi Traverse Management, LLC (10% Owner)
Reporting Person: Giampetroni John (10% Owner)
Reporting Person: RIZVI SUHAIL (10% Owner)
Reporting Person: Rizvi Traverse Management II, LLC (10% Owner)
Reporting Person: Rizvi Opportunistic Equity Fund II, L.P. (10% Owner)
Reporting Person: Rizvi Traverse Partners II, LLC (10% Owner)
Reporting Person: RT-SQ Management, LLC (10% Owner)
Reporting Person: RT Spartan IV, LLC (10% Owner)
Reporting Person: RT SQ Co-Invest, LLC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-06	Class A Common Stock	C	565210	—	Acquired	565210	Indirect
2016-05-06	Class A Common Stock	C	29470	—	Acquired	29470	Indirect
2016-05-06	Class A Common Stock	C	11349190	—	Acquired	11349190	Indirect
2016-05-06	Class A Common Stock	C	1221170	—	Acquired	1221170	Indirect
2016-05-17	Class A Common Stock	J	11349190	—	Disposed	0	Indirect
2016-05-19	Class A Common Stock	J	1221170	—	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-05-06	Class B Common Stock	$	C	565210	Disposed		Class A Common Stock (565210)	Indirect
2016-05-06	Class B Common Stock	$	C	29470	Disposed		Class A Common Stock (29470)	Indirect
2016-05-06	Class B Common Stock	$	C	11349190	Disposed		Class A Common Stock (11349190)	Indirect
2016-05-06	Class B Common Stock	$	C	1221170	Disposed		Class A Common Stock (1221170)	Indirect

Footnotes

F1: Shares 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.

F2: Shares 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.

F3: Shares 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.

F4: Shares 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.

F5: The 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.

F6: The 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.

F7: 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.

F8: The holder elected to convert the shares of Class B Common Stock into Class A Common Stock.