November 16, 2015
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-3720
| Attention: | Barbara C. Jacobs Katherine Wray Stephen Krikorian Laura Veator | |||
| Re: | Square, Inc. | |||
| Registration Statement on Form S-1 | ||||
| File No. 333-207411 | ||||
| Acceleration Request | ||||
| Requested Date: | November 18, 2015 | |||
| Requested Time: | 4:00 P.M. Eastern Time | |||
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, Square, Inc. (the “Company”) hereby requests that the above-referenced Registration Statement on Form S-l (File No. 333-207411) (the “Registration Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above or at such later time as the Company or its counsel may orally request via telephone call to the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”). Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Wilson Sonsini Goodrich & Rosati, P.C., by calling Calise Y. Cheng at (650) 565-3890.
In connection with the acceleration request, the Company hereby acknowledges that:
| • | should the Commission or the Staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement; |
| • | the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and |
| • | the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
* * * *
| Sincerely, |
| SQUARE, INC. |
| /s/ Dana R. Wagner |
| Dana R. Wagner |
| General Counsel |
| cc: | Sarah Friar, Square, Inc. |
| Sydney B. Schaub, Square, Inc. |
| Tait O. Svenson, Square, Inc. |
Steven E. Bochner, Wilson Sonsini Goodrich & Rosati, P.C.
David J. Segre, Wilson Sonsini Goodrich & Rosati, P.C.
Tony Jeffries, Wilson Sonsini Goodrich & Rosati, P.C.
Calise Y. Cheng, Wilson Sonsini Goodrich & Rosati, P.C.
David C. Karp, Wachtell, Lipton, Rosen & Katz
Ronald C. Chen, Wachtell, Lipton, Rosen & Katz
Gordon Moodie, Wachtell, Lipton, Rosen & Katz
William H. Hinman, Jr., Simpson Thacher & Bartlett LLP
Daniel N. Webb, Simpson Thacher & Bartlett LLP
November 16, 2015
Goldman, Sachs & Co.
200 West Street
New York, New York10282-2198
Morgan Stanley & Co. LLC
1585 Broadway
New York, NY 10036
J.P. Morgan Securities LLC
383 Madison Avenue
New York, NY 10179
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-3720
| Attention: | Barbara C. Jacobs |
| Katherine Wray |
| Stephen Krikorian |
| Laura Veator |
| Re: | Square, Inc. |
| Registration Statement on Form S-1 (Form No. 333-207411) |
Ladies and Gentlemen:
In connection with the above-captioned Registration Statement, we, the representatives of the several prospective underwriters, wish to advise that between November 6, 2015 and the date hereof, approximately 3,680 copies of the Preliminary Prospectus, dated November 6, 2015, were distributed to prospective underwriters, institutional investors, prospective dealers and others.
The undersigneds, as representatives of the several prospective underwriters, have and will, and each underwriter and dealer has advised the undersigneds that it has and, will, comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, we hereby join in the request of the registrant that the effectiveness of the above-captioned Registration Statement, as amended, be accelerated to 4:00 p.m., Washington, D.C. time, on November 18, 2015 or at such later time as Square, Inc. or its counsel may orally request via telephone call to the staff of the Division of Corporate Finance of the Securities and Exchange Commission.
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| Very truly yours, | ||
GOLDMAN, SACHS & CO. MORGAN STANLEY & CO. LLC J.P. MORGAN SECURITIES LLC | ||
As representatives of the prospective underwriters | ||
| GOLDMAN, SACHS & CO. | ||
| By: | /s/ Matt Leavitt | |
| Name: | Matt Leavitt | |
| Title: | Managing Director | |
[Signature Page to Underwriters’ Acceleration Request Letter]
| Very truly yours, | ||
GOLDMAN, SACHS & CO. MORGAN STANLEY & CO. LLC J.P. MORGAN SECURITIES LLC | ||
As representatives of the prospective underwriters | ||
| MORGAN STANLEY & CO. LLC | ||
| By: | /s/ Kris Caldwell | |
| Name: | Kris Caldwell | |
| Title: | Vice President | |
[Signature Page to Underwriters’ Acceleration Request Letter]
| Very truly yours, | ||
GOLDMAN, SACHS & CO. MORGAN STANLEY & CO. LLC J.P. MORGAN SECURITIES LLC | ||
As representatives of the prospective underwriters | ||
| J.P. MORGAN SECURITIES LLC | ||
| By: | /s/ Alice Takhtajan | |
| Name: | Alice Takhtajan | |
| Title: | Managing Director | |
[Signature Page to Underwriters’ Acceleration Request Letter]
