Squarespace (SQSP) Form 4 Squarespace / Nathan Gooden 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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X

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^*

Gooden Nathan

(Last) (First) (Middle)

C/O SQUARESPACE, INC.,

225 VARICK STREET, 12TH FLOOR

(Street)

NEW YORK NY 10014

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Squarespace, Inc. [ SQSP ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
10/17/2024

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

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

X	Form filed by One Reporting Person
	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

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
Restricted Stock Units	$0.00	10/17/2024		D			404,557	(1)	(1)	Class A Common Stock	404,557	(1)	0	D
Performance Restricted Stock Units	$0.00	10/17/2024		D			159,714	(2)	(2)	Class A Common Stock	159,714	(2)	0	D

Explanation of Responses:

1. Pursuant to the Amended and Restated Agreement and Plan of Merger (the "Merger Agreement"), dated as of September 9, 2024, by and among the Issuer, Spaceship Purchaser, Inc. ("Parent") and Spaceship Group MergerCo Inc., a wholly owned subsidiary of Parent, immediately prior to the effective time of the Merger (as defined in the Merger Agreement), each Issuer restricted stock unit ("RSU") award held by an employee of the Issuer then outstanding and not vested was cancelled and converted into the opportunity to be paid an amount in cash ("Parent RSU Cash Award") equal to the product of (i) $46.50 per share, without interest (the "Per Share Price") multiplied by (ii) the number of shares of Class A Common Stock of the Issuer subject to such RSU award. Each Parent RSU Cash Award remains subject to the same vesting terms and conditions that applied to the associated Issuer RSU award immediately prior to the effective time of the Merger.

2. Pursuant to the Merger Agreement, immediately prior to the effective time of the Merger, each Issuer performance restricted stock unit ("PSU") award held by an employee of the Issuer then outstanding and not vested was cancelled and converted into the opportunity to be paid an amount in cash ("Parent PSU Cash Award") equal to the product of (i) the Per Share Price multiplied by (ii) the number of shares of Class A Common Stock subject to such PSU award (with the number of shares of Class A Common Stock subject to Issuer PSU awards determined in accordance with the applicable award agreement prior to the consummation of the Merger). Each Parent PSU Cash Award remains subject to the same vesting terms and conditions that applied to the associated Issuer PSU award immediately prior to the effective time of the Merger.

	/s/ Jessica Krasner, as Attorney-in-Fact	10/17/2024
	** 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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