Suhail Rizvi Form 4 Square / SUHAIL RIZVI ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Rizvi Traverse Management, LLC

(Last) (First) (Middle)

260 EAST BROWN STREET

SUITE 380

(Street)

BIRMINGHAM MI 48009

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Square, Inc. [ SQ ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/06/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	05/06/2016		C		87,420	A	$0	87,420	I	See footnote(1)
Class A Common Stock	05/06/2016		C		17,560	A	$0	17,560	I	See footnote(2)
Class A Common Stock	05/06/2016		C		249,500	A	$0	249,500	I	See footnote(3)
Class A Common Stock	05/06/2016		C		59,250	A	$0	59,250	I	See footnote(4)
Class A Common Stock	05/06/2016		C		40,210	A	$0	40,210	I	See footnote(5)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock(6)	(6)	05/06/2016		C			87,420(7)	(6)	(6)	Class A Common Stock	87,420	$0	0	I	See footnote(1)
Class B Common Stock(6)	(6)	05/06/2016		C			17,560(7)	(6)	(6)	Class A Common Stock	17,560	$0	0	I	See footnote(2)
Class B Common Stock(6)	(6)	05/06/2016		C			249,500(7)	(6)	(6)	Class A Common Stock	249,500	$0	0	I	See footnote(3)
Class B Common Stock(6)	(6)	05/06/2016		C			59,250(7)	(6)	(6)	Class A Common Stock	59,250	$0	0	I	See footnote(4)
Class B Common Stock(6)	(6)	05/06/2016		C			40,210(7)	(6)	(6)	Class A Common Stock	40,210	$0	0	I	See footnote(5)

1. Name and Address of Reporting Person^*

Rizvi Traverse Management, LLC

(Last) (First) (Middle)

260 EAST BROWN STREET

SUITE 380

(Street)

BIRMINGHAM MI 48009

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Giampetroni John

(Last) (First) (Middle)

260 EAST BROWN STREET

SUITE 380

(Street)

BIRMINGHAM MI 48009

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

RIZVI SUHAIL

(Last) (First) (Middle)

260 EAST BROWN STREET

SUITE 380

(Street)

BIRMINGHAM MI 48009

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Rizvi Opportunistic Equity Fund, L.P.

(Last) (First) (Middle)

260 EAST BROWN STREET

SUITE 380

(Street)

BIRMINGHAM MI 48009

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Rizvi Opportunistic Equity Fund (TI), L.P.

(Last) (First) (Middle)

260 EAST BROWN STREET

SUITE 380

(Street)

BIRMINGHAM MI 48009

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Rizvi Opportunistic Equity Fund I-B, L.P.

(Last) (First) (Middle)

260 EAST BROWN STREET

SUITE 380

(Street)

BIRMINGHAM MI 48009

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Rizvi Opportunistic Equity Fund I-B (TI), L.P.

(Last) (First) (Middle)

260 EAST BROWN STREET

SUITE 380

(Street)

BIRMINGHAM MI 48009

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Rizvi Traverse Partners, LLC

(Last) (First) (Middle)

260 EAST BROWN STREET

SUITE 380

(Street)

BIRMINGHAM MI 48009

(City) (State) (Zip)

Explanation of Responses:

1. Shares held directly by Rizvi Opportunistic Equity Fund, L.P. Rizvi Traverse Management, LLC (the general partner of Rizvi Opportunistic Equity Fund, L.P.), and John Giampetroni and Suhail Rizvi (the managers of Rizvi Traverse Management, LLC) have sole voting and investment power over the securities held by Rizvi Opportunistic Equity Fund, L.P. Such persons and entities disclaim beneficial ownership of shares held by Rizvi Opportunistic Equity Fund, 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.

2. Shares held directly by Rizvi Opportunistic Equity Fund (TI), L.P. Rizvi Traverse Management, LLC (the general partner of Rizvi Opportunistic Equity Fund (TI), L.P.), and John Giampetroni and Suhail Rizvi (the managers of Rizvi Traverse Management, LLC) have sole voting and investment power over the securities held by Rizvi Opportunistic Equity Fund (TI), L.P. Such persons and entities disclaim beneficial ownership of shares held by Rizvi Opportunistic Equity Fund (TI), 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.

3. Shares held directly by Rizvi Opportunistic Equity Fund I-B, L.P. Rizvi Traverse Management, LLC (the general partner of Rizvi Opportunistic Equity Fund I-B, L.P.), and John Giampetroni and Suhail Rizvi (the managers of Rizvi Traverse Management, LLC) have sole voting and investment power over the securities held by Rizvi Opportunistic Equity Fund I-B, L.P. Such persons and entities disclaim beneficial ownership of shares held by Rizvi Opportunistic Equity Fund I-B, 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.

4. Shares held directly by Rizvi Opportunistic Equity Fund I-B (TI), L.P. Rizvi Traverse Management, LLC (the general partner of Rizvi Opportunistic Equity Fund I-B (TI), L.P.), and John Giampetroni and Suhail Rizvi (the managers of Rizvi Traverse Management, LLC) have sole voting and investment power over the securities held by Rizvi Opportunistic Equity Fund I-B (TI), L.P. Such persons and entities disclaim beneficial ownership of shares held by Rizvi Opportunistic Equity Fund I-B (TI), 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.

5. Shares held directly by Rizvi Traverse Partners, LLC. Rizvi Traverse Management, LLC (the manager of Rizvi Traverse Partners, LLC), and John Giampetroni and Suhail Rizvi (the managers of Rizvi Traverse Management, LLC) have sole voting and investment power over the securities held by Rizvi Traverse Partners, LLC. Such persons and entities disclaim beneficial ownership of shares held by Rizvi Traverse Partners, 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.

6. 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.

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

Remarks:

This report is filed as one of two to report related transactions for the following filers: Rizvi Traverse Management, LLC; John Giampetroni; Suhail Rizvi; Rizvi Opportunistic Equity Fund, L.P.; Rizvi Opportunistic Equity Fund (TI), L.P.; Rizvi Opportunistic Equity Fund I-B, L.P.; Rizvi Opportunistic Equity Fund I-B (TI), L.P.; Rizvi Traverse Partners, LLC; Rizvi Traverse Management II, LLC; Rizvi Opportunistic Equity Fund II, L.P.; Rizvi Traverse Partners II, LLC; RT-SQ Management, LLC; RT Spartan IV, LLC; and RT SQ Co-Invest, LLC.

	Suhail Rizvi, Managing Director Rizvi Traverse Management, LLC	05/19/2016
	John Giampetroni	05/19/2016
	Suhail Rizvi	05/19/2016
	Suhail Rizvi, Managing Director of Rizvi Traverse Management, LLC, the General Partner of Rizvi Opportunistic Equity Fund, L.P	05/19/2016
	Suhail Rizvi, Managing Director of Rizvi Traverse Management, LLC, the General Partner of Rizvi Opportunistic Equity Fund (TI), L.P.	05/19/2016
	Suhail Rizvi, Managing Director of Rizvi Traverse Management, LLC, the General Partner of Rizvi Opportunistic Equity Fund I-B, L.P.	05/19/2016
	Suhail Rizvi, Managing Director of Rizvi Traverse Management, LLC, the General Partner of Rizvi Opportunistic Equity Fund I-B (TI), L.P.	05/19/2016
	Suhail Rizvi, Managing Director of Rizvi Traverse Management, LLC, the Manager of Rizvi Traverse Partners, LLC	05/19/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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