UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G/A
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Under the Securities Exchange Act of 1934
(Amendment No. 1)
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Square, Inc.
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(Name of Issuer)
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Class A Common Stock, par value $0.0000001 per share
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(Title of Class of Securities)
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852234103
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(CUSIP Number)
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April 12, 2016
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(Date of Event Which Requires Filing of this Statement)
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1
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NAMES OF REPORTING PERSONS
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SCGE GenPar, Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) [ ]
(b) [ ]
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3
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SEC USE ONLY
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||
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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2,500,000
|
|
7
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SOLE DISPOSITIVE POWER
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0
|
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8
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SHARED DISPOSITIVE POWER
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2,500,000
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,500,000
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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[ ]
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
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7.9%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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(1)
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Based on 31,717,133 shares of the Issuer’s Class A Common Stock issued and outstanding as of March 7, 2016, as reported in the Issuer’s Form 10-K for the year ending December 31, 2015 and filed with U.S. Securities and Exchange Commission on March 10, 2016.
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1
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NAMES OF REPORTING PERSONS
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||
SCGE (LTGP), L.P.
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|||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a) [ ]
(b) [ ]
|
|
3
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SEC USE ONLY
|
||
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
0
|
6
|
SHARED VOTING POWER
|
2,500,000
|
|
7
|
SOLE DISPOSITIVE POWER
|
0
|
|
8
|
SHARED DISPOSITIVE POWER
|
2,500,000
|
|
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
2,500,000
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
[ ]
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
7.9%
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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(1)
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Based on 31,717,133 shares of the Issuer’s Class A Common Stock issued and outstanding as of March 7, 2016, as reported in the Issuer’s Form 10-K for the year ending December 31, 2015 and filed with U.S. Securities and Exchange Commission on March 10, 2016.
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1
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NAMES OF REPORTING PERSONS
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||
SCGE Fund, L.P.
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|||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a) [ ]
(b) [ ]
|
|
3
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SEC USE ONLY
|
||
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
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0
|
6
|
SHARED VOTING POWER
|
2,500,000
|
|
7
|
SOLE DISPOSITIVE POWER
|
0
|
|
8
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SHARED DISPOSITIVE POWER
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2,500,000
|
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,500,000
|
|
10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
[ ]
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
7.9%
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
PN
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(1)
|
Based on 31,717,133 shares of the Issuer’s Class A Common Stock issued and outstanding as of March 7, 2016, as reported in the Issuer’s Form 10-K for the year ending December 31, 2015 and filed with U.S. Securities and Exchange Commission on March 10, 2016.
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1
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NAMES OF REPORTING PERSONS
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||
SCGE Management, L.P.
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|||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a) [ ]
(b) [ ]
|
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3
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SEC USE ONLY
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||
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
|
6
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SHARED VOTING POWER
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2,500,000
|
|
7
|
SOLE DISPOSITIVE POWER
|
0
|
|
8
|
SHARED DISPOSITIVE POWER
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2,500,000
|
|
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
2,500,000
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
[ ]
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
7.9%
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
PN
|
(1)
|
Based on 31,717,133 shares of the Issuer’s Class A Common Stock issued and outstanding as of March 7, 2016, as reported in the Issuer’s Form 10-K for the year ending December 31, 2015 and filed with U.S. Securities and Exchange Commission on March 10, 2016.
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1
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NAMES OF REPORTING PERSONS
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||
Jeffrey Wang
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|||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a) [ ]
(b) [ ]
|
|
3
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SEC USE ONLY
|
||
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
0
|
6
|
SHARED VOTING POWER
|
2,500,000
|
|
7
|
SOLE DISPOSITIVE POWER
|
0
|
|
8
|
SHARED DISPOSITIVE POWER
|
2,500,000
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
2,500,000
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
[ ]
|
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
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7.9%(1)
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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(1)
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Based on 31,717,133 shares of the Issuer’s Class A Common Stock issued and outstanding as of March 7, 2016, as reported in the Issuer’s Form 10-K for the year ending December 31, 2015 and filed with U.S. Securities and Exchange Commission on March 10, 2016.
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Item 1(a).
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Name of Issuer
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Square, Inc. (the “Company”)
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Item 1(b).
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Address of Issuer’s Principal Executive Offices
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1455 Market Street, Suite 600
San Francisco, California 94103
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Item 2(a).
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Name of Person Filing
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This Schedule 13G/A (the “Schedule 13G”) is being filed jointly by each of SCGE GenPar, Ltd., SCGE (LTGP), L.P., SCGE Fund, L.P., SCGE Management, L.P. and Jeffrey Wang (collectively, the “Reporting Persons”). This Schedule 13G is the initial filing for Mr. Wang and Amendment No. 1 for the other Reporting Persons.
The Reporting Persons have entered into a Joint Filing Agreement, dated April 21, 2016, a copy of which is attached a Exhibit A to this Schedule 13G, pursuant to which the Reporting Persons agreed to file this Schedule 13G and any amendments thereto jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the “Act”).
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Item 2(b).
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Address of Principal Business Office or, if none, Residence
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The address of the principal business office for all Reporting Persons is:
2800 Sand Hill Road, Suite 101
Menlo Park, CA 94025
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Item 2(c).
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Citizenship
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The citizenship or place of organization of each of the Reporting Persons is set forth on such Reporting Person’s cover page.
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Item 2(d).
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Title of Class of Securities
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Class A Common Stock, par value $0.0000001 per share (the “Class A Common Stock”)
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Item 2(e).
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CUSIP Number
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852234103
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Item 3.
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If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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Not Applicable.
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(a)
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¨
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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(b)
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¨
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Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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¨
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Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d)
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¨
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Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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(e)
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¨
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An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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(f)
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¨
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An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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(g)
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¨
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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(h)
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¨
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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¨
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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¨
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A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
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(k)
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¨
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Group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-l(b)(1)(ii)(J), please specify the type of institution:_________________________________
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Item 4.
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Ownership
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The information set forth in Rows 5 through 11 of the cover pages to this Schedule 13G is incorporated herein by reference for each Reporting Person.
SCGE Fund, L.P. (“SCGE Fund”) holds a total of 2,500,000 shares of Class A Common Stock of the Company. SCGE GenPar, Ltd. (“SCGE GenPar”) is the sole general partner of each of (i) SCGE (LTGP), L.P., which is the sole general partner of SCGE Fund, and (ii) SCGE Management, L.P., a registered investment advisor under the Investment Advisers Act of 1940, as amended, which acts as investment adviser to SCGE Fund. Jeffrey Wang is a Director and President of SCGE GenPar. By virtue of these relationships, each of the Reporting Persons may be deemed to share beneficial ownership of the Class A Common Stock of the Company held by SCGE Fund.
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Item 5.
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Ownership of Five Percent or Less of a Class
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].
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Not applicable.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person
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Not applicable.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person
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Not applicable.
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Item 8.
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Identification and Classification of Members of the Group
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Not applicable.
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Item 9.
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Notice of Dissolution of Group
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Not applicable.
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Item 10.
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Certification
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Not Applicable.
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SCGE GENPAR, LTD.
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By:
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/s/ Jeffrey Wang
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Name: Jeffrey Wang
Title: Director
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SCGE (LTGP), L.P.
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By:
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SCGE GenPar, Ltd., its General Partner
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By:
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/s/ Jeffrey Wang
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Name: Jeffrey Wang
Title: Director
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SCGE FUND, L.P.
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By:
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SCGE (LTGP), L.P., its General Partner
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By:
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SCGE GenPar, Ltd., its General Partner
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By:
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/s/ Jeffrey Wang
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Name: Jeffrey Wang
Title: Director
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SCGE MANAGEMENT, L.P.
|
||
By:
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SCGE GenPar, Ltd., its General Partner
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By:
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/s/ Jeffrey Wang
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Name: Jeffrey Wang
Title: Director
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/s/ Jeffrey Wang
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Jeffrey Wang
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SCGE GENPAR, LTD.
|
||
By:
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/s/ Jeffrey Wang
|
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Name: Jeffrey Wang
Title: Director
|
||
SCGE (LTGP), L.P.
|
||
By:
|
SCGE GenPar, Ltd., its General Partner
|
|
By:
|
/s/ Jeffrey Wang
|
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Name: Jeffrey Wang
Title: Director
|
||
SCGE FUND, L.P.
|
||
By:
|
SCGE (LTGP), L.P., its General Partner
|
|
By:
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SCGE GenPar, Ltd., its General Partner
|
|
By:
|
/s/ Jeffrey Wang
|
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Name: Jeffrey Wang
Title: Director
|
||
SCGE MANAGEMENT, L.P.
|
||
By:
|
SCGE GenPar, Ltd., its General Partner
|
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By:
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/s/ Jeffrey Wang
|
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Name: Jeffrey Wang
Title: Director
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/s/ Jeffrey Wang
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Jeffrey Wang
|