Director General Atlantic, L.P. disposed of 8,898,108 shares and returned $79,652,872 worth of shares to the company (1,712,965 units at $46.50) (SEC Form 4)
$SQSP
Computer Software: Prepackaged Software
Technology
| 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Squarespace, Inc. [ SQSP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/17/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Class A Common Stock | 10/17/2024 | J(1)(2) | 8,898,108 | D | (1)(2) | 1,712,965 | I | See Remarks | ||
| Class A Common Stock | 10/17/2024 | D | 1,712,965(3) | D | $46.5 | 0 | I | See footnote(4) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Class B Common Stock | (5) | 10/17/2024 | D | 4,958,345(4) | (5) | (5) | Class A Common Stock | 4,958,345 | $46.5(4) | 0 | I | See Remarks | |||
| Restricted Stock Units | $0.00 | 10/17/2024 | D | 6,197 | (6) | (6) | Class A Common Stock | 6,197 | (6) | 0 | I | See Footnote(6) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Following the expiration of a cash tender offer (the "Offer") by Spaceship Group MergerCo, Inc., a Delaware corporation ("Merger Sub") and a wholly owned subsidiary of Spaceship Purchaser, Inc., a Delaware corporation ("Parent"), to purchase all of the outstanding shares of common stock of the Squarespace, Inc. (the "Issuer") on October 11, 2024, on October 17, 2024, Merger Sub merged with and into the Issuer (the "Merger"), pursuant to the terms of the Amended and Restated Agreement and Plan of Merger, dated as of September 9, 2024 (the "Merger Agreement"), by and among Parent, Merger Sub and the Issuer. The Issuer was the surviving corporation in the Merger and, as a result, is now a wholly owned subsidiary of Parent. (Cont'd in FN2) |
| 2. (Cont'd from FN1) Immediately prior to the effective time of the Merger (the "Effective Time"), the Reporting Persons contributed and transferred to an entity that indirectly owns 100% of the equity interests of Parent ("TopCo") 8,898,108 shares of Class A common stock in exchange for newly issued equity interests of TopCo pursuant to a tender and support agreement. |
| 3. Represents 1,712,965 shares of Class A common stock that were sold by General Atlantic (SQRS II), LP ("GA SQRS II") to TopCo, at a price of $46.50 per share, immediately prior to the Effective Time pursuant to the tender and support agreement. |
| 4. Represents 4,958,345 shares of Class B common stock that were sold by GA SQRS II to TopCo immediately prior to the Effective Time pursuant to the tender and support agreement. |
| 5. Each share of Class B common stock was convertible at any time by the holder into shares of Class A common stock on a share-for-share basis. |
| 6. At the Effective Time, pursuant to the Merger Agreement, outstanding RSUs granted to Anton Levy on June 4, 2024 were cancelled and converted into the right to receive a lump sum cash payment, without interest, equal to the product of (i) $46.50 per share, without interest, multiplied by (ii) the number of shares of Class A common stock, par value $0.0001 per share, of the Issuer subject to such RSUs, prorated based on the number of days between the grant date and the closing of the Merger. Mr. Levy is an employee of General Atlantic Service Company, L.P. ("GASC") and director of the Issuer and held the securities solely for the benefit of GASC, which is controlled by the partnership committee of GASC MGP, LLC (the "Partnership Committee"). Each of the members of the Partnership Committee disclaims ownership of the shares except to the extent that he has a pecuniary interest therein. |
| Remarks: |
| Each of the reporting persons is a director-by-deputization solely for purposes of Section 16 of the Exchange Act. The limited partners that share beneficial ownership of the securities held by GA SQRS II are General Atlantic Partners 100, L.P., a Delaware limited partnership ("GAP 100"), GAP Coinvestments CDA, L.P., a Delaware limited partnership ("GAPCO CDA"), GAP Coinvestments III, LLC, a Delaware limited liability company ("GAPCO III"), GAP Coinvestments IV, LLC, a Delaware limited liability company ("GAPCO IV"), and GAP Coinvestments V, LLC, a Delaware limited liability company ("GAPCO V"). The general partner of GA SQRS II is General Atlantic (SPV) GP, LLC, a Delaware limited liability company ("GA SPV"). The general partner of GAP 100 is General Atlantic GenPar, L.P., a Delaware limited partnership ("GA GenPar"). General Atlantic, L.P. a Delaware limited liability company ("GA LP"), which is controlled by the Partnership Committee, is the general partner of GA GenPar and GAPCO CDA, the managing member of GAPCO III, GAPCO IV and GAPCO V, and the sole member of GA SPV. GA SQRS II, GAP 100, GAP III, GAPCO IV, GAPCO V, GAPCO CDA, GA SPV, GA GenPar and GA LP may be deemed to be members of a "group" within the meaning of Rule 13d-5 of the Securities Exchange Act of 1934, as amended. Each reporting person disclaims beneficial ownership of any securities deemed to be owned by the group that are not directly owned by the reporting person. This report shall not be deemed an admission that the reporting persons are a member of a group or the beneficial owner of any securities not directly owned by the reporting person. |
| /s/ Michael Gosk | 10/17/2024 | |
| /s/ Michael Gosk | 10/17/2024 | |
| /s/ Michael Gosk | 10/17/2024 | |
| /s/ Michael Gosk | 10/17/2024 | |
| /s/ Michael Gosk | 10/17/2024 | |
| /s/ Michael Gosk | 10/17/2024 | |
| /s/ Michael Gosk | 10/17/2024 | |
| /s/ Michael Gosk | 10/17/2024 | |
| /s/ Michael Gosk | 10/17/2024 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||