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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 |
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 | ||||||||||||||||||||||||||
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 | 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) | |||||||||||||||
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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 | 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. |
1 Year Squarespace Chart |
1 Month Squarespace Chart |
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