STARBUCKS CORP — 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: STARBUCKS CORP (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-11-24	Common Stock	C	2269830	—	Acquired	2269830	Direct
2015-11-24	Common Stock	J	2269830	—	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-11-24	Series D Preferred Stock	$	C	2269830	Disposed		Common Stock (2269830)	Direct
2015-11-24	Class B Common Stock	$	J	2269830	Acquired		Class A Common Stock (2269830)	Direct
2015-11-24	Warrant to Purchase Stock (right to buy)	$11.014	J	9456955.3	Disposed		Common Stock (9456955.3)	Direct
2015-11-24	Warrant to Purchase Stock (right to buy)	$11.014	J	9456955.3	Acquired		Class B Common Stock (9456955.3)	Direct

Footnotes

F1: The Series D 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: 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.

F3: 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.

F4: Pursuant to the terms of the Warrant held by the Reporting Person, upon the reclassification of each share of Common Stock into a share of Class B Common Stock in an exempt transaction pursuant to Rule 16b-7, the Warrant automatically became exercisable for Class B Common Stock instead of Common Stock, which may be deemed to constitute a disposition and acquisition of the Warrant for purposes of Rule 16b-7.

F5: The Warrant became exercisable in full prior to the Issuer's initial public offering of Class A Common Stock. The Warrant expires on the earliest of (i) the fifth anniversary of the Commercial Launch Date; (ii) the consummation of a Liquidation Transaction; and (iii) forfeiture and cancellation pursuant to Section 3.2 of the Commercial Agreement, to the extent applicable (as such capitalized terms are defined in the Warrant).