UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Square, Inc.
(Name of Issuer)
Class A Common Stock, par value $0.0000001 per share
(Title of Class of Securities)
852234103
(CUSIP Number)
December 7, 2015
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ¨ | Rule 13d-1(b) |
| x | Rule 13d-1(c) |
| ¨ | Rule 13d-1(d) |
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| 1. | Names of Reporting Persons
Marc Stad | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
United States | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
2,121,369 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
2,121,369 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,121,369 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
6.8%(1) | |||||
| 12. | Type of Reporting Person (See Instructions)
IN | |||||
| 1 | Based on 31,050,000 shares of Class A Common Stock outstanding as of December 7, 2015, as reported in the final prospectus filed by the Issuer with the U.S. Securities and Exchange Commission on November 19, 2015 and in the Special Report on Form 8-k filed by the Issuer with the U.S. Securities and Exchange Commission on November 24, 2015. |
| 1. | Names of Reporting Persons
Dragoneer Global Fund II GP, LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
2,121,369 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
2,121,369 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,121,369 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
6.8%(1) | |||||
| 12. | Type of Reporting Person (See Instructions)
OO | |||||
| 1 | Based on 31,050,000 shares of Class A Common Stock outstanding as of December 7, 2015, as reported in the final prospectus filed by the Issuer with the U.S. Securities and Exchange Commission on November 19, 2015 and in the Special Report on Form 8-k filed by the Issuer with the U.S. Securities and Exchange Commission on November 24, 2015. |
| 1. | Names of Reporting Persons
Dragoneer Global Fund II, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
| |||||
| 3. | SEC Use Only
| |||||
| 4. | 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
2,121,369 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
2,121,369 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,121,369 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
6.8%(1) | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| 1 | Based on 31,050,000 shares of Class A Common Stock outstanding as of December 7, 2015, as reported in the final prospectus filed by the Issuer with the U.S. Securities and Exchange Commission on November 19, 2015 and in the Special Report on Form 8-k filed by the Issuer with the U.S. Securities and Exchange Commission on November 24, 2015. |
| 1. | Names of Reporting Persons
Dragoneer Investment Group, LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
2,121,369 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
2,121,369 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,121,369 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
6.8%(1) | |||||
| 12. | Type of Reporting Person (See Instructions)
IA | |||||
| 1 | Based on 31,050,000 shares of Class A Common Stock outstanding as of December 7, 2015, as reported in the final prospectus filed by the Issuer with the U.S. Securities and Exchange Commission on November 19, 2015 and in the Special Report on Form 8-k filed by the Issuer with the U.S. Securities and Exchange Commission on November 24, 2015. |
| Item 1. |
| (a) | Name of Issuer |
Square, Inc. (the “Company”)
| (b) | Address of Issuer’s Principal Executive Offices |
1455 Market Street, Suite 600
San Francisco, California 94103
| Item 2. |
| (a) | Name of Person Filing |
This Schedule 13G (the “Schedule 13G”) is being filed jointly by each of Marc Stad, Dragoneer Global Fund II GP, LLC, Dragoneer Global Fund II, L.P., and Dragoneer Investment Group, LLC (collectively, the “Reporting Persons”).
The Reporting Persons have entered into a Joint Filing Agreement, dated December 16, 2015, a copy of which is attached as 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”).
| (b) | Address of Principal Business Office or, if none, Residence |
The address of the principal business office for all Reporting Persons is:
1 Letterman Dr., Bldg C, Ste 3950
San Francisco, CA 94129
| (c) | Citizenship |
The citizenship or place of organization of each of the Reporting Persons is set forth on such Reporting Person’s cover page.
| (d) | Title of Class of Securities |
Class A Common Stock, par value $0.0000001 per share (the “Class A Common Stock”)
| (e) | CUSIP Number |
852234103
| Item 3. | 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: |
Not Applicable.
| (a) | ¨ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | ||
| (b) | ¨ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | ||
| (c) | ¨ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | ||
| (d) | ¨ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | ||
| (e) | ¨ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | ||
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | ||
| (g) | ¨ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | ||
| (h) | ¨ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | ||
| (i) | ¨ | 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); | ||
| (j) | ¨ | A non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J); | ||
| (k) | ¨ | Group, in accordance with § 240.13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J), please specify the type of institution: | ||
| Item 4. | Ownership |
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.
Dragoneer Global Fund II, L.P. (“Fund”) holds a total of 2,121,369 shares of Class A Common Stock of the Company. Dragoneer Global Fund II GP, LLC (“GP”) is the sole general partner of the Fund. Dragoneer Investment Group, LLC (the “Advisor”) is a registered investment advisor under the Investment Advisers Act of 1940, as amended, and the investment adviser to the Fund. Marc Stad is the managing member of the Advisor and the GP. 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 the Fund.
| Item 5. | Ownership of Five Percent or Less of a Class |
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 ¨.
Not Applicable.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
Not Applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
Not Applicable.
| Item 8. | Identification and Classification of Members of the Group |
Not applicable.
| Item 9. | Notice of Dissolution of Group |
Not Applicable.
| Item 10. | Certification |
Not Applicable.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: December 17, 2015
| /s/ Marc Stad | ||
| Marc Stad | ||
| DRAGONEER GLOBAL FUND II GP, LLC | ||
| By: | /s/ Pat Robertson | |
| Name: Pat Robertson Title: Chief Operating Officer | ||
| DRAGONEER GLOBAL FUND II, L.P. | ||
| By: | Dragoneer Global Fund II G.P., LLC, its General Partner | |
| By: | /s/ Pat Robertson | |
| Name: Pat Robertson | ||
| DRAGONEER INVESTMENT GROUP, LLC | ||
| By: | /s/ Pat Robertson | |
| Name: Pat Robertson | ||
EXHIBIT A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Class A Common Stock, par value $0.0000001 per share, of Square, Inc., and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filing. In evidence thereof, the undersigned, being duly authorized, hereby execute this Joint Filing Agreement as of December 17, 2015.
| /s/ Marc Stad | ||
| Marc Stad | ||
| DRAGONEER GLOBAL FUND II GP, LLC | ||
| By: | /s/ Pat Robertson | |
| Name: Pat Robertson Title: Chief Operating Officer | ||
| DRAGONEER GLOBAL FUND II, L.P. | ||
| By: | Dragoneer Global Fund II G.P., LLC, its General Partner | |
| By: | /s/ Pat Robertson | |
| Name: Pat Robertson | ||
| DRAGONEER INVESTMENT GROUP, LLC | ||
| By: | /s/ Pat Robertson | |
| Name: Pat Robertson | ||