Block, Inc. — Director's Dealing 2016

Nov 30, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Square, Inc. (SQ)
CIK: 0001512673
Period of Report: 2016-11-28

Reporting Person: Khosla Ventures III, L.P. (10% Owner)
Reporting Person: Khosla Ventures Associates III, LLC (10% Owner)
Reporting Person: VK Services, LLC (10% Owner)
Reporting Person: KHOSLA VINOD (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-11-28	Class A Common Stock	C	689000	$0.00	Acquired	689000	Indirect
2016-11-28	Class A Common Stock	S	689000	$12.73	Disposed	0	Indirect
2016-11-29	Class A Common Stock	C	6311000	$0.00	Acquired	6311000	Indirect
2016-11-29	Class A Common Stock	S	960000	$12.60	Disposed	5351000	Indirect
2016-11-30	Class A Common Stock	S	351000	$12.76	Disposed	5000000	Indirect
2016-11-30	Class A Common Stock	J	5000000	$0.00	Disposed	0	Indirect
2016-11-30	Class A Common Stock	J	454545	$0.00	Acquired	454545	Indirect
2016-11-30	Class A Common Stock	J	454545	$0.00	Disposed	0	Indirect
2016-11-30	Class A Common Stock	J	439545	$0.00	Acquired	439545	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-11-28	Class B Common Stock	$	C	689000	Disposed		Class A Common Stock (689000)	Indirect
2016-11-29	Class B Common Stock	$	C	6311000	Disposed		Class A Common Stock (6311000)	Indirect

Footnotes

F1: Pursuant to a conversion exempt under Rule 16b-6(b), shares of Class B Common Stock were automatically converted into shares of Class A Common Stock on a one-for-one basis.

F2: Consists of securities held of record by Khosla Ventures III, LP ("KV III"), of which Khosla Ventures Associates III, LLC ("KVA III") is the general partner. Vinod Khosla is the managing member of VK Services, LLC ("VK Services"), which is the manager of KVA III. Each of KVA III, VK Services and Vinod Khosla may be deemed to possess voting and investment control over such securities, and each of KVA III, VK Services and Vinod Khosla may be deemed to have indirect beneficial ownership of such securities. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $12.51 to $12.84, inclusive. Each reporting person undertakes to provide Square, Inc., any security holder of Square, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (3) to this Form 4.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $12.48 to $12.67, inclusive. Each reporting person undertakes to provide Square, Inc., any security holder of Square, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (4) to this Form 4.

F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $12.48 to $12.89, inclusive. Each reporting person undertakes to provide Square, Inc., any security holder of Square, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (5) to this Form 4.

F6: On November 30, 2016, 5,000,000 shares of Class A Common Stock held by KV III were distributed to the limited partners and general partners of KV III.

F7: On November 30, 2016, 454,545 shares of Class A Common Stock held by KVA III were distributed to the general partners of KVA III.

F8: Consists of securities held of record by KVA III. Vinod Khosla is the managing member of VK Services, which is the manager of KVA III. Each of KVA III, VK Services and Vinod Khosla may be deemed to possess voting and investment control over such securities, and each of KVA III, VK Services and Vinod Khosla may be deemed to have indirect beneficial ownership of such securities. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

F9: Consists of securities held of record by VK Services. Vinod Khosla is the managing member of VK Services. Each of VK Services and Vinod Khosla may be deemed to possess voting and investment control over such securities, and each of VK Services and Vinod Khosla may be deemed to have indirect beneficial ownership of such securities. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

F10: 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.