SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1) *
Square, Inc.
(Name of Issuer)
Class A Common Stock, $0.0000001 par value per share
(Title of Class of Securities)
852234 10 3
(CUSIP Number)
December 31, 2017 (early voluntary filing)
(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)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a Reporting Persons’ 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).
| CUSIP No. 852234 10 3 | 13G |
| 1. | Names of Reporting Persons
Granite Global Ventures III L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☒ (1)
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Citizenship or Place of Organization
Delaware, United States of America | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 shares | ||||
| 6. | Shared Voting Power
2,195,660 shares (2) | |||||
| 7. | Sole Dispositive Power
0 shares | |||||
| 8. | Shared Dispositive Power
2,195,660 shares (2) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Persons
2,195,660 shares (2) | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row 9
1.0% (3)(4) | |||||
| 12. | Type of Reporting Persons (see instructions)
PN | |||||
| (1) | This statement on Schedule 13G is filed by Granite Global Ventures III L.P., GGV III Entrepreneurs Fund L.P., Granite Global Ventures III L.L.C., Hany M. Nada, Thomas K. Ng, Jixun Foo, Glenn Solomon and Jenny Lee (collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Consists of (i) 2,160,539 shares of Class B Common Stock held by Granite Global Ventures III L.P. and (ii) 35,121 shares of Class B Common Stock held by GGV III Entrepreneurs Fund L.P. The Class B Common Stock is convertible at the holder’s option in the Issuer’s Class A Common Stock on a 1-for-1 basis. Each share of Class A Common Stock is entitled to one vote. Each share of Class B Common Stock is entitled to ten votes and is convertible at any time into one share of Class A Common Stock. Granite Global Ventures III L.L.C. serves as the General Partner of Granite Global Ventures III L.P. and GGV III Entrepreneurs Fund L.P. As such, Granite Global Ventures III L.L.C. possesses power to direct the voting and disposition of the shares owned by Granite Global Ventures III L.P. and GGV III Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by Granite Global Ventures III L.P. and GGV III Entrepreneurs Fund L.P. Granite Global Ventures III L.L.C. owns no securities of the Issuer directly. Hany M. Nada, Thomas K. Ng, Jixun Foo, Glenn Solomon and Jenny Lee are Managing Directors of Granite Global Ventures III L.L.C. As such, Hany M. Nada, Thomas K. Ng, Jixun Foo, Glenn Solomon and Jenny Lee possess power to direct the voting and disposition of the shares owned by Granite Global Ventures III L.P. and GGV III Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by Granite Global Ventures III L.P. and GGV III Entrepreneurs Fund L.P. Hany M. Nada, Thomas K. Ng, Jixun Foo, Glenn Solomon and Jenny Lee own no securities of the Issuer directly. |
| (3) | Based on 208,288,497 shares of the Issuer’s Class A Common Stock outstanding as of February 17, 2017, as reported on the Issuer’s Form 10-K for the fiscal year ended December 31, 2016 filed with the Securities and Exchange Commission on February 27, 2017, plus 2,195,660 shares of the Issuer’s Class B Common Stock held by the Reporting Persons as of February 17, 2017, which are treated as converted into Class A common stock only for the purpose of computing the percentage ownership of the Reporting Persons. |
| (4) | The 2,195,660 shares of Class B Common Stock held by the Reporting Persons represent 0.60% of the Issuer’s outstanding Common Stock as of February 17, 2017, based on an aggregate total of 367,191,076 shares of Class A and Class B Common Stock outstanding as of February 17, 2017, as reported on the Issuer’s Form 10-K for the fiscal year ended December 31, 2016 filed with the Securities and Exchange Commission on February 27, 2017, and represent approximately 1.38% of the combined voting power of the Issuer’s Class B Common Stock, based on an aggregate total of 158,902,579 shares of Class B Common Stock outstanding as of February 17, 2017, as reported on the Issuer’s Form 10-K for the fiscal year ended December 31, 2016 filed with the Securities and Exchange Commission on February 27, 2017. |
Page 2
| CUSIP No. 852234 10 3 | 13G |
| 1. | Names of Reporting Persons
GGV III Entrepreneurs Fund L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☒ (1)
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Citizenship or Place of Organization
Delaware, United States of America | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 shares | ||||
| 6. | Shared Voting Power
2,195,660 shares (2) | |||||
| 7. | Sole Dispositive Power
0 shares | |||||
| 8. | Shared Dispositive Power
2,195,660 shares (2) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Persons
2,195,660 shares (2) | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row 9
1.0% (3)(4) | |||||
| 12. | Type of Reporting Persons (see instructions)
PN | |||||
| (1) | This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Consists of (i) 2,160,539 shares of Class B Common Stock held by Granite Global Ventures III L.P. and (ii) 35,121 shares of Class B Common Stock held by GGV III Entrepreneurs Fund L.P. The Class B Common Stock is convertible at the holder’s option in the Issuer’s Class A Common Stock on a 1-for-1 basis. Each share of Class A Common Stock is entitled to one vote. Each share of Class B Common Stock is entitled to ten votes and is convertible at any time into one share of Class A Common Stock. Granite Global Ventures III L.L.C. serves as the General Partner of Granite Global Ventures III L.P. and GGV III Entrepreneurs Fund L.P. As such, Granite Global Ventures III L.L.C. possesses power to direct the voting and disposition of the shares owned by Granite Global Ventures III L.P. and GGV III Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by Granite Global Ventures III L.P. and GGV III Entrepreneurs Fund L.P. Granite Global Ventures III L.L.C. owns no securities of the Issuer directly. Hany M. Nada, Thomas K. Ng, Jixun Foo, Glenn Solomon and Jenny Lee are Managing Directors of Granite Global Ventures III L.L.C. As such, Hany M. Nada, Thomas K. Ng, Jixun Foo, Glenn Solomon and Jenny Lee possess power to direct the voting and disposition of the shares owned by Granite Global Ventures III L.P. and GGV III Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by Granite Global Ventures III L.P. and GGV III Entrepreneurs Fund L.P. Hany M. Nada, Thomas K. Ng, Jixun Foo, Glenn Solomon and Jenny Lee own no securities of the Issuer directly. |
| (3) | Based on 208,288,497 shares of the Issuer’s Class A Common Stock outstanding as of February 17, 2017, as reported on the Issuer’s Form 10-K for the fiscal year ended December 31, 2016 filed with the Securities and Exchange Commission on February 27, 2017, plus 2,195,660 shares of the Issuer’s Class B Common Stock held by the Reporting Persons as of February 17, 2017, which are treated as converted into Class A common stock only for the purpose of computing the percentage ownership of the Reporting Persons. |
| (4) | The 2,195,660 shares of Class B Common Stock held by the Reporting Persons represent 0.60% of the Issuer’s outstanding Common Stock as of February 17, 2017, based on an aggregate total of 367,191,076 shares of Class A and Class B Common Stock outstanding as of February 17, 2017, as reported on the Issuer’s Form 10-K for the fiscal year ended December 31, 2016 filed with the Securities and Exchange Commission on February 27, 2017, and represent approximately 1.38% of the combined voting power of the Issuer’s Class B Common Stock, based on an aggregate total of 158,902,579 shares of Class B Common Stock outstanding as of February 17, 2017, as reported on the Issuer’s Form 10-K for the fiscal year ended December 31, 2016 filed with the Securities and Exchange Commission on February 27, 2017. |
Page 3
| CUSIP No. 852234 10 3 | 13G |
| 1. | Names of Reporting Persons
Granite Global Ventures III L.L.C. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☒ (1)
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Citizenship or Place of Organization
Delaware, United States of America | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 shares | ||||
| 6. | Shared Voting Power
2,195,660 shares (2) | |||||
| 7. | Sole Dispositive Power
0 shares | |||||
| 8. | Shared Dispositive Power
2,195,660 shares (2) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Persons
2,195,660 shares (2) | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row 9
1.0% (3)(4) | |||||
| 12. | Type of Reporting Persons (see instructions)
OO | |||||
| (1) | This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Consists of (i) 2,160,539 shares of Class B Common Stock held by Granite Global Ventures III L.P. and (ii) 35,121 shares of Class B Common Stock held by GGV III Entrepreneurs Fund L.P. The Class B Common Stock is convertible at the holder’s option in the Issuer’s Class A Common Stock on a 1-for-1 basis. Each share of Class A Common Stock is entitled to one vote. Each share of Class B Common Stock is entitled to ten votes and is convertible at any time into one share of Class A Common Stock. Granite Global Ventures III L.L.C. serves as the General Partner of Granite Global Ventures III L.P. and GGV III Entrepreneurs Fund L.P. As such, Granite Global Ventures III L.L.C. possesses power to direct the voting and disposition of the shares owned by Granite Global Ventures III L.P. and GGV III Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by Granite Global Ventures III L.P. and GGV III Entrepreneurs Fund L.P. Granite Global Ventures III L.L.C. owns no securities of the Issuer directly. Hany M. Nada, Thomas K. Ng, Jixun Foo, Glenn Solomon and Jenny Lee are Managing Directors of Granite Global Ventures III L.L.C. As such, Hany M. Nada, Thomas K. Ng, Jixun Foo, Glenn Solomon and Jenny Lee possess power to direct the voting and disposition of the shares owned by Granite Global Ventures III L.P. and GGV III Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by Granite Global Ventures III L.P. and GGV III Entrepreneurs Fund L.P. Hany M. Nada, Thomas K. Ng, Jixun Foo, Glenn Solomon and Jenny Lee own no securities of the Issuer directly. |
| (3) | Based on 208,288,497 shares of the Issuer’s Class A Common Stock outstanding as of February 17, 2017, as reported on the Issuer’s Form 10-K for the fiscal year ended December 31, 2016 filed with the Securities and Exchange Commission on February 27, 2017, plus 2,195,660 shares of the Issuer’s Class B Common Stock held by the Reporting Persons as of February 17, 2017, which are treated as converted into Class A common stock only for the purpose of computing the percentage ownership of the Reporting Persons. |
| (4) | The 2,195,660 shares of Class B Common Stock held by the Reporting Persons represent 0.60% of the Issuer’s outstanding Common Stock as of February 17, 2017, based on an aggregate total of 367,191,076 shares of Class A and Class B Common Stock outstanding as of February 17, 2017, as reported on the Issuer’s Form 10-K for the fiscal year ended December 31, 2016 filed with the Securities and Exchange Commission on February 27, 2017, and represent approximately 1.38% of the combined voting power of the Issuer’s Class B Common Stock, based on an aggregate total of 158,902,579 shares of Class B Common Stock outstanding as of February 17, 2017, as reported on the Issuer’s Form 10-K for the fiscal year ended December 31, 2016 filed with the Securities and Exchange Commission on February 27, 2017. |
Page 4
| CUSIP No. 852234 10 3 | 13G |
| 1. | Names of Reporting Persons
Hany M. Nada | |||||
| 2. | Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☒ (1)
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Citizenship or Place of Organization
United States of America | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 shares | ||||
| 6. | Shared Voting Power
2,195,660 shares (2) | |||||
| 7. | Sole Dispositive Power
0 shares | |||||
| 8. | Shared Dispositive Power
2,195,660 shares (2) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Persons
2,195,660 shares (2) | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row 9
1.0% (3)(4) | |||||
| 12. | Type of Reporting Persons (see instructions)
IN | |||||
| (1) | This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Consists of (i) 2,160,539 shares of Class B Common Stock held by Granite Global Ventures III L.P. and (ii) 35,121 shares of Class B Common Stock held by GGV III Entrepreneurs Fund L.P. The Class B Common Stock is convertible at the holder’s option in the Issuer’s Class A Common Stock on a 1-for-1 basis. Each share of Class A Common Stock is entitled to one vote. Each share of Class B Common Stock is entitled to ten votes and is convertible at any time into one share of Class A Common Stock. Granite Global Ventures III L.L.C. serves as the General Partner of Granite Global Ventures III L.P. and GGV III Entrepreneurs Fund L.P. As such, Granite Global Ventures III L.L.C. possesses power to direct the voting and disposition of the shares owned by Granite Global Ventures III L.P. and GGV III Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by Granite Global Ventures III L.P. and GGV III Entrepreneurs Fund L.P. Granite Global Ventures III L.L.C. owns no securities of the Issuer directly. Hany M. Nada, Thomas K. Ng, Jixun Foo, Glenn Solomon and Jenny Lee are Managing Directors of Granite Global Ventures III L.L.C. As such, Hany M. Nada, Thomas K. Ng, Jixun Foo, Glenn Solomon and Jenny Lee possess power to direct the voting and disposition of the shares owned by Granite Global Ventures III L.P. and GGV III Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by Granite Global Ventures III L.P. and GGV III Entrepreneurs Fund L.P. Hany M. Nada, Thomas K. Ng, Jixun Foo, Glenn Solomon and Jenny Lee own no securities of the Issuer directly. |
| (3) | Based on 208,288,497 shares of the Issuer’s Class A Common Stock outstanding as of February 17, 2017, as reported on the Issuer’s Form 10-K for the fiscal year ended December 31, 2016 filed with the Securities and Exchange Commission on February 27, 2017, plus 2,195,660 shares of the Issuer’s Class B Common Stock held by the Reporting Persons as of February 17, 2017, which are treated as converted into Class A common stock only for the purpose of computing the percentage ownership of the Reporting Persons. |
| (4) | The 2,195,660 shares of Class B Common Stock held by the Reporting Persons represent 0.60% of the Issuer’s outstanding Common Stock as of February 17, 2017, based on an aggregate total of 367,191,076 shares of Class A and Class B Common Stock outstanding as of February 17, 2017, as reported on the Issuer’s Form 10-K for the fiscal year ended December 31, 2016 filed with the Securities and Exchange Commission on February 27, 2017, and represent approximately 1.38% of the combined voting power of the Issuer’s Class B Common Stock, based on an aggregate total of 158,902,579 shares of Class B Common Stock outstanding as of February 17, 2017, as reported on the Issuer’s Form 10-K for the fiscal year ended December 31, 2016 filed with the Securities and Exchange Commission on February 27, 2017. |
Page 5
| CUSIP No. 852234 10 3 | 13G |
| 1. | Names of Reporting Persons
Thomas K. Ng | |||||
| 2. | Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☒ (1)
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Citizenship or Place of Organization
United States of America | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 shares | ||||
| 6. | Shared Voting Power
2,195,660 shares (2) | |||||
| 7. | Sole Dispositive Power
0 shares | |||||
| 8. | Shared Dispositive Power
2,195,660 shares (2) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Persons
2,195,660 shares (2) | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row 9
1.0% (3)(4) | |||||
| 12. | Type of Reporting Persons (see instructions)
IN | |||||
| (1) | This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Consists of (i) 2,160,539 shares of Class B Common Stock held by Granite Global Ventures III L.P. and (ii) 35,121 shares of Class B Common Stock held by GGV III Entrepreneurs Fund L.P. The Class B Common Stock is convertible at the holder’s option in the Issuer’s Class A Common Stock on a 1-for-1 basis. Each share of Class A Common Stock is entitled to one vote. Each share of Class B Common Stock is entitled to ten votes and is convertible at any time into one share of Class A Common Stock. Granite Global Ventures III L.L.C. serves as the General Partner of Granite Global Ventures III L.P. and GGV III Entrepreneurs Fund L.P. As such, Granite Global Ventures III L.L.C. possesses power to direct the voting and disposition of the shares owned by Granite Global Ventures III L.P. and GGV III Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by Granite Global Ventures III L.P. and GGV III Entrepreneurs Fund L.P. Granite Global Ventures III L.L.C. owns no securities of the Issuer directly. Hany M. Nada, Thomas K. Ng, Jixun Foo, Glenn Solomon and Jenny Lee are Managing Directors of Granite Global Ventures III L.L.C. As such, Hany M. Nada, Thomas K. Ng, Jixun Foo, Glenn Solomon and Jenny Lee possess power to direct the voting and disposition of the shares owned by Granite Global Ventures III L.P. and GGV III Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by Granite Global Ventures III L.P. and GGV III Entrepreneurs Fund L.P. Hany M. Nada, Thomas K. Ng, Jixun Foo, Glenn Solomon and Jenny Lee own no securities of the Issuer directly. |
| (3) | Based on 208,288,497 shares of the Issuer’s Class A Common Stock outstanding as of February 17, 2017, as reported on the Issuer’s Form 10-K for the fiscal year ended December 31, 2016 filed with the Securities and Exchange Commission on February 27, 2017, plus 2,195,660 shares of the Issuer’s Class B Common Stock held by the Reporting Persons as of February 17, 2017, which are treated as converted into Class A common stock only for the purpose of computing the percentage ownership of the Reporting Persons. |
| (4) | The 2,195,660 shares of Class B Common Stock held by the Reporting Persons represent 0.60% of the Issuer’s outstanding Common Stock as of February 17, 2017, based on an aggregate total of 367,191,076 shares of Class A and Class B Common Stock outstanding as of February 17, 2017, as reported on the Issuer’s Form 10-K for the fiscal year ended December 31, 2016 filed with the Securities and Exchange Commission on February 27, 2017, and represent approximately 1.38% of the combined voting power of the Issuer’s Class B Common Stock, based on an aggregate total of 158,902,579 shares of Class B Common Stock outstanding as of February 17, 2017, as reported on the Issuer’s Form 10-K for the fiscal year ended December 31, 2016 filed with the Securities and Exchange Commission on February 27, 2017. |
Page 6
| CUSIP No. 852234 10 3 | 13G |
| 1. | Names of Reporting Persons
Jixun Foo | |||||
| 2. | Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☒ (1)
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Citizenship or Place of Organization
Singapore | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 shares | ||||
| 6. | Shared Voting Power
2,195,660 shares (2) | |||||
| 7. | Sole Dispositive Power
0 shares | |||||
| 8. | Shared Dispositive Power
2,195,660 shares (2) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Persons
2,195,660 shares (2) | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row 9
1.0% (3)(4) | |||||
| 12. | Type of Reporting Persons (see instructions)
IN | |||||
| (1) | This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Consists of (i) 2,160,539 shares of Class B Common Stock held by Granite Global Ventures III L.P. and (ii) 35,121 shares of Class B Common Stock held by GGV III Entrepreneurs Fund L.P. The Class B Common Stock is convertible at the holder’s option in the Issuer’s Class A Common Stock on a 1-for-1 basis. Each share of Class A Common Stock is entitled to one vote. Each share of Class B Common Stock is entitled to ten votes and is convertible at any time into one share of Class A Common Stock. Granite Global Ventures III L.L.C. serves as the General Partner of Granite Global Ventures III L.P. and GGV III Entrepreneurs Fund L.P. As such, Granite Global Ventures III L.L.C. possesses power to direct the voting and disposition of the shares owned by Granite Global Ventures III L.P. and GGV III Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by Granite Global Ventures III L.P. and GGV III Entrepreneurs Fund L.P. Granite Global Ventures III L.L.C. owns no securities of the Issuer directly. Hany M. Nada, Thomas K. Ng, Jixun Foo, Glenn Solomon and Jenny Lee are Managing Directors of Granite Global Ventures III L.L.C. As such, Hany M. Nada, Thomas K. Ng, Jixun Foo, Glenn Solomon and Jenny Lee possess power to direct the voting and disposition of the shares owned by Granite Global Ventures III L.P. and GGV III Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by Granite Global Ventures III L.P. and GGV III Entrepreneurs Fund L.P. Hany M. Nada, Thomas K. Ng, Jixun Foo, Glenn Solomon and Jenny Lee own no securities of the Issuer directly. |
| (3) | Based on 208,288,497 shares of the Issuer’s Class A Common Stock outstanding as of February 17, 2017, as reported on the Issuer’s Form 10-K for the fiscal year ended December 31, 2016 filed with the Securities and Exchange Commission on February 27, 2017, plus 2,195,660 shares of the Issuer’s Class B Common Stock held by the Reporting Persons as of February 17, 2017, which are treated as converted into Class A common stock only for the purpose of computing the percentage ownership of the Reporting Persons. |
| (4) | The 2,195,660 shares of Class B Common Stock held by the Reporting Persons represent 0.60% of the Issuer’s outstanding Common Stock as of February 17, 2017, based on an aggregate total of 367,191,076 shares of Class A and Class B Common Stock outstanding as of February 17, 2017, as reported on the Issuer’s Form 10-K for the fiscal year ended December 31, 2016 filed with the Securities and Exchange Commission on February 27, 2017, and represent approximately 1.38% of the combined voting power of the Issuer’s Class B Common Stock, based on an aggregate total of 158,902,579 shares of Class B Common Stock outstanding as of February 17, 2017, as reported on the Issuer’s Form 10-K for the fiscal year ended December 31, 2016 filed with the Securities and Exchange Commission on February 27, 2017. |
Page 7
| CUSIP No. 852234 10 3 | 13G |
| 1. | Names of Reporting Persons
Glenn Solomon | |||||
| 2. | Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☒ (1)
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Citizenship or Place of Organization
United States of America | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 shares | ||||
| 6. | Shared Voting Power
2,195,660 shares (2) | |||||
| 7. | Sole Dispositive Power
0 shares | |||||
| 8. | Shared Dispositive Power
2,195,660 shares (2) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Persons
2,195,660 shares (2) | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row 9
1.0% (3)(4) | |||||
| 12. | Type of Reporting Persons (see instructions)
IN | |||||
| (1) | This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Consists of (i) 2,160,539 shares of Class B Common Stock held by Granite Global Ventures III L.P. and (ii) 35,121 shares of Class B Common Stock held by GGV III Entrepreneurs Fund L.P. The Class B Common Stock is convertible at the holder’s option in the Issuer’s Class A Common Stock on a 1-for-1 basis. Each share of Class A Common Stock is entitled to one vote. Each share of Class B Common Stock is entitled to ten votes and is convertible at any time into one share of Class A Common Stock. Granite Global Ventures III L.L.C. serves as the General Partner of Granite Global Ventures III L.P. and GGV III Entrepreneurs Fund L.P. As such, Granite Global Ventures III L.L.C. possesses power to direct the voting and disposition of the shares owned by Granite Global Ventures III L.P. and GGV III Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by Granite Global Ventures III L.P. and GGV III Entrepreneurs Fund L.P. Granite Global Ventures III L.L.C. owns no securities of the Issuer directly. Hany M. Nada, Thomas K. Ng, Jixun Foo, Glenn Solomon and Jenny Lee are Managing Directors of Granite Global Ventures III L.L.C. As such, Hany M. Nada, Thomas K. Ng, Jixun Foo, Glenn Solomon and Jenny Lee possess power to direct the voting and disposition of the shares owned by Granite Global Ventures III L.P. and GGV III Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by Granite Global Ventures III L.P. and GGV III Entrepreneurs Fund L.P. Hany M. Nada, Thomas K. Ng, Jixun Foo, Glenn Solomon and Jenny Lee own no securities of the Issuer directly. |
| (3) | Based on 208,288,497 shares of the Issuer’s Class A Common Stock outstanding as of February 17, 2017, as reported on the Issuer’s Form 10-K for the fiscal year ended December 31, 2016 filed with the Securities and Exchange Commission on February 27, 2017, plus 2,195,660 shares of the Issuer’s Class B Common Stock held by the Reporting Persons as of February 17, 2017, which are treated as converted into Class A common stock only for the purpose of computing the percentage ownership of the Reporting Persons. |
| (4) | The 2,195,660 shares of Class B Common Stock held by the Reporting Persons represent 0.60% of the Issuer’s outstanding Common Stock as of February 17, 2017, based on an aggregate total of 367,191,076 shares of Class A and Class B Common Stock outstanding as of February 17, 2017, as reported on the Issuer’s Form 10-K for the fiscal year ended December 31, 2016 filed with the Securities and Exchange Commission on February 27, 2017, and represent approximately 1.38% of the combined voting power of the Issuer’s Class B Common Stock, based on an aggregate total of 158,902,579 shares of Class B Common Stock outstanding as of February 17, 2017, as reported on the Issuer’s Form 10-K for the fiscal year ended December 31, 2016 filed with the Securities and Exchange Commission on February 27, 2017. |
Page 8
| CUSIP No. 852234 10 3 | 13G |
| 1. | Names of Reporting Persons
Jenny Lee | |||||
| 2. | Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☒ (1)
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Citizenship or Place of Organization
Singapore | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 shares | ||||
| 6. | Shared Voting Power
2,195,660 shares (2) | |||||
| 7. | Sole Dispositive Power
0 shares | |||||
| 8. | Shared Dispositive Power
2,195,660 shares (2) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Persons
2,195,660 shares (2) | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row 9
1.0% (3)(4) | |||||
| 12. | Type of Reporting Persons (see instructions)
IN | |||||
| (1) | This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Consists of (i) 2,160,539 shares of Class B Common Stock held by Granite Global Ventures III L.P. and (ii) 35,121 shares of Class B Common Stock held by GGV III Entrepreneurs Fund L.P. The Class B Common Stock is convertible at the holder’s option in the Issuer’s Class A Common Stock on a 1-for-1 basis. Each share of Class A Common Stock is entitled to one vote. Each share of Class B Common Stock is entitled to ten votes and is convertible at any time into one share of Class A Common Stock. Granite Global Ventures III L.L.C. serves as the General Partner of Granite Global Ventures III L.P. and GGV III Entrepreneurs Fund L.P. As such, Granite Global Ventures III L.L.C. possesses power to direct the voting and disposition of the shares owned by Granite Global Ventures III L.P. and GGV III Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by Granite Global Ventures III L.P. and GGV III Entrepreneurs Fund L.P. Granite Global Ventures III L.L.C. owns no securities of the Issuer directly. Hany M. Nada, Thomas K. Ng, Jixun Foo, Glenn Solomon and Jenny Lee are Managing Directors of Granite Global Ventures III L.L.C. As such, Hany M. Nada, Thomas K. Ng, Jixun Foo, Glenn Solomon and Jenny Lee possess power to direct the voting and disposition of the shares owned by Granite Global Ventures III L.P. and GGV III Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by Granite Global Ventures III L.P. and GGV III Entrepreneurs Fund L.P. Hany M. Nada, Thomas K. Ng, Jixun Foo, Glenn Solomon and Jenny Lee own no securities of the Issuer directly. |
| (3) | Based on 208,288,497 shares of the Issuer’s Class A Common Stock outstanding as of February 17, 2017, as reported on the Issuer’s Form 10-K for the fiscal year ended December 31, 2016 filed with the Securities and Exchange Commission on February 27, 2017, plus 2,195,660 shares of the Issuer’s Class B Common Stock held by the Reporting Persons as of February 17, 2017, which are treated as converted into Class A common stock only for the purpose of computing the percentage ownership of the Reporting Persons. |
| (4) | The 2,195,660 shares of Class B Common Stock held by the Reporting Persons represent 0.60% of the Issuer’s outstanding Common Stock as of February 17, 2017, based on an aggregate total of 367,191,076 shares of Class A and Class B Common Stock outstanding as of February 17, 2017, as reported on the Issuer’s Form 10-K for the fiscal year ended December 31, 2016 filed with the Securities and Exchange Commission on February 27, 2017, and represent approximately 1.38% of the combined voting power of the Issuer’s Class B Common Stock, based on an aggregate total of 158,902,579 shares of Class B Common Stock outstanding as of February 17, 2017, as reported on the Issuer’s Form 10-K for the fiscal year ended December 31, 2016 filed with the Securities and Exchange Commission on February 27, 2017. |
Page 9
| CUSIP No. 852234 10 3 | 13G |
Introductory Note: This statement on Schedule 13G is filed on behalf of the Reporting Persons, in respect of Common Stock of Square, Inc. (the “Issuer”).
| Item 1(a). | Name of Issuer: |
Square, Inc.
| Item 1(b). | Address of Issuer’s Principal Executive Officers: |
1455 Market Street, Suite 600
San Francisco, California 94103
| Item 2(a). | Name of Person(s) Filing: |
Granite Global Ventures III L.P.
GGV III Entrepreneurs Fund L.P.
Granite Global Ventures III L.L.C.
Hany M. Nada
Thomas K. Ng
Jixun Foo
Glenn Solomon
Jenny Lee
| Item 2(b). | Address of Principal Business Office: |
GGV Capital
3000 Sand Hill Road, Building 4, Suite 230
Menlo Park, California 94025
United States of America
| Item 2(c). | Citizenship or Place of Organization: |
| Name |
Citizenship or Place of Organization | |
| 1. Granite Global Ventures III L.P. | Delaware, United States of America | |
| 2. GGV III Entrepreneurs Fund L.P. | Delaware, United States of America | |
| 3. Granite Global Ventures III L.L.C. | Delaware, United States of America | |
| 4. Hany M. Nada | United States of America | |
| 5. Thomas K. Ng | United States of America | |
| 6. Jixun Foo | Singapore | |
| 7. Glenn Solomon | United States of America | |
| 8. Jenny Lee | Singapore | |
| Item 2(d). | Title of Class of Securities: |
Class A Common Stock
| Item 2(e). | CUSIP Number: |
852234 10 3
| Item 3. | If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: |
Not applicable.
Page 10
| CUSIP No. 852234 10 3 | 13G |
| Item 4(a). | Amount Beneficially Owned: |
| Item 4(b). | Percent of Class: |
| Item 4(c). | Number of shares as to which such persons have: |
The following information with respect to the ownership of the Common Stock of the Issuer by the Reporting Persons filing this statement on Schedule 13G as of February 17, 2017:
| Reporting Persons |
Shares Held Directly |
Sole Voting Power |
Shared Voting Power (1) |
Sole Dispositive Power |
Shared Dispositive Power (1) |
Beneficial Ownership (1) |
Percentage of Class (1, 3) |
|||||||||||||||||||||
| Granite Global Ventures III L.P. |
2,160,539 | 0 | 2,195,660 | 0 | 2,195,660 | 2,195,660 | 1.0 | % | ||||||||||||||||||||
| GGV III Entrepreneurs Fund L.P. |
35,121 | 0 | 2,195,660 | 0 | 2,195,660 | 2,195,660 | 1.0 | % | ||||||||||||||||||||
| Granite Global Ventures III L.L.C. (2) |
0 | 0 | 2,195,660 | 0 | 2,195,660 | 2,195,660 | 1.0 | % | ||||||||||||||||||||
| Hany M. Nada (2) |
0 | 0 | 2,195,660 | 0 | 2,195,660 | 2,195,660 | 1.0 | % | ||||||||||||||||||||
| Thomas K. Ng (2) |
0 | 0 | 2,195,660 | 0 | 2,195,660 | 2,195,660 | 1.0 | % | ||||||||||||||||||||
| Jixun Foo (2) |
0 | 0 | 2,195,660 | 0 | 2,195,660 | 2,195,660 | 1.0 | % | ||||||||||||||||||||
| Glenn Solomon (2) |
0 | 0 | 2,195,660 | 0 | 2,195,660 | 2,195,660 | 1.0 | % | ||||||||||||||||||||
| Jenny Lee (2) |
0 | 0 | 2,195,660 | 0 | 2,195,660 | 2,195,660 | 1.0 | % | ||||||||||||||||||||
| (1) | Represents the number of shares of Common Stock of the Issuer currently held by the Reporting Persons. |
| (2) | Granite Global Ventures III L.L.C. serves as the General Partner of Granite Global Ventures III L.P. and GGV III Entrepreneurs Fund L.P. As such, Granite Global Ventures III L.L.C. possesses power to direct the voting and disposition of the shares owned by Granite Global Ventures III L.P. and GGV III Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by Granite Global Ventures III L.P. and GGV III Entrepreneurs Fund L.P. Granite Global Ventures III L.L.C. owns no securities of the Issuer directly. Hany M. Nada, Thomas K. Ng, Jixun Foo, Glenn Solomon and Jenny Lee are Managing Directors of Granite Global Ventures III L.L.C. As such, Hany M. Nada, Thomas K. Ng, Jixun Foo, Glenn Solomon and Jenny Lee possess power to direct the voting and disposition of the shares owned by Granite Global Ventures III L.P. and GGV III Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by Granite Global Ventures III L.P. and GGV III Entrepreneurs Fund L.P. Hany M. Nada, Thomas K. Ng, Jixun Foo, Glenn Solomon and Jenny Lee own no securities of the Issuer directly. |
| (3) | Based on 208,288,497 shares of the Issuer’s Class A Common Stock outstanding as of February 17, 2017, as reported on the Issuer’s Form 10-K for the fiscal year ended December 31, 2016 filed with the Securities and Exchange Commission on February 27, 2017, plus 2,195,660 shares of the Issuer’s Class B Common Stock held by the Reporting Persons as of February 17, 2017, which are treated as converted into Class A common stock only for the purpose of computing the percentage ownership of the Reporting Persons. The 2,195,660 shares of Class B Common Stock held by the Reporting Persons represent 0.60% of the Issuer’s outstanding Common Stock as of February 17, 2017, based on an aggregate total of 367,191,076 shares of Class A and Class B Common Stock outstanding as of February 17, 2017, as reported on the Issuer’s Form 10-K for the fiscal year ended December 31, 2016 filed with the Securities and Exchange Commission on February 27, 2017, and represent approximately 1.38% of the combined voting power of the Issuer’s Class B Common Stock, based on an aggregate total of 158,902,579 shares of Class B Common Stock outstanding as of February 17, 2017, as reported on the Issuer’s Form 10-K for the fiscal year ended December 31, 2016 filed with the Securities and Exchange Commission on February 27, 2017. |
| 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 Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ☒
| 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: |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group: |
Not applicable.
Page 11
| CUSIP No. 852234 10 3 | 13G |
| Item 9. | Notice of Dissolution of Group: |
Not applicable.
| Item 10. | Certification: |
Not applicable.
Page 12
| CUSIP No. 852234 10 3 | 13G |
SIGNATURES
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.
Dated: April 6, 2017
GRANITE GLOBAL VENTURES III L.P.
GGV III ENTREPRENEURS FUND L.P.
BY: GRANITE GLOBAL VENTURES III L.L.C.
ITS: GENERAL PARTNER
| By: | /s/ Hany M. Nada | |
| Hany M. Nada | ||
| Managing Director | ||
| GRANITE GLOBAL VENTURES III L.L.C. | ||
| By: | /s/ Hany M. Nada | |
| Hany M. Nada | ||
| Managing Director | ||
| /s/ Hany M. Nada | ||
| Hany M. Nada | ||
| /s/ Hany M. Nada | ||
| Hany M. Nada as Attorney-in-fact for Thomas K. Ng | ||
| /s/ Hany M. Nada | ||
| Hany M. Nada as Attorney-in-fact for Jixun Foo | ||
| /s/ Hany M. Nada | ||
| Hany M. Nada as Attorney-in-fact for Glenn Solomon | ||
| /s/ Hany M. Nada | ||
| Hany M. Nada as Attorney-in-fact for Jenny Lee
| ||
Exhibit(s):
| Exhibit 99.1: | Joint Filing Statement | |
Page 13