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SQSP Squarespace Inc

46.57
0.00 (0.00%)
20 Dec 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type
Squarespace Inc NYSE:SQSP NYSE Common Stock
  Price Change % Change Share Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 46.57 0 00:00:00

Form 4 - Statement of changes in beneficial ownership of securities

17/10/2024 10:18pm

Edgar (US Regulatory)


SEC Form 4
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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
X
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*
Casalena Anthony

(Last) (First) (Middle)
C/O SQUARESPACE, INC.,
225 VARICK STREET, 12TH FLOOR

(Street)
NEW YORK NY 10014

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Squarespace, Inc. [ SQSP ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
10/17/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 D(1) 880,909 D (1) 0 I See footnote(2)
Class A Common Stock 10/17/2024 J(3) 387,500 D (3) 0 I See footnote(4)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 S(6) 12,329,784 (5) (5) Class A Common Stock 12,329,784 $46.5 28,505,788 I See footnote(2)
Class B Common Stock (5) 10/17/2024 J(3) 28,505,788 (5) (5) Class A Common Stock 28,505,788 (3) 0 I See footnote(2)
Class B Common Stock (5) 10/17/2024 J(3) 2,050,838 (5) (5) Class A Common Stock 2,050,838 (3) 0 I See footnote(4)
Explanation of Responses:
1. Pursuant to the Amended and Restated Agreement and Plan of Merger (the "Merger Agreement"), dated as of September 9, 2024, by and among the Issuer, Spaceship Purchaser, Inc. ("Parent") and Spaceship Group MergerCo Inc., a wholly owned subsidiary of Parent, immediately prior to the effective time of the Merger (as defined in the Merger Agreement), each share of Class A Common Stock and Class B Common Stock (together, "Common Stock") of the Issuer that is outstanding as of immediately prior to the effective time of the Merger (other than Owned Company Shares or Dissenting Company Shares, each as defined in the Merger Agreement) was cancelled and extinguished and automatically converted into the right to receive cash in an amount equal to $46.50, without interest thereon.
2. The shares are held of record by the Anthony Casalena Revocable Trust.
3. Pursuant to the Amended and Restated Tender and Support Agreement, dated as of October 8, 2024, by and among the reporting person, Anthony Casalena 2019 Family Trust, Anthony Casalena Revocable Trust and Casalena Foundation (collectively, the "Stockholders"), the Issuer and Parent, immediately prior to the effective time of the Merger, the Stockholders contributed certain shares of Common Stock to a limited partnership that indirectly owns 100% of the equity interests of Parent ("Topco") in exchange for equity interests in Topco.
4. The shares are held of record by the Anthony Casalena 2019 Family Trust.
5. Each share of the Issuer's Class B Common Stock is convertible into one share of the Issuer's Class A Common Stock upon the option of the holder and has no expiration date.
6. Represents the securities sold to Topco for $46.50 per share.
/s/ Jessica Krasner, as Attorney-in-Fact 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.

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