General Atlantic LP
10/17/2024 | Press release | Distributed by Public on 10/17/2024 18:29
Amendment to Beneficial Ownership Report - Form SC 13D/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
|
Squarespace, Inc. |
| (Name of Issuer) |
|
Class A common stock, par value $0.0001 per share |
| (Title of Class of Securities) |
|
85225A107 |
| (CUSIP Number) |
|
Michael Gosk c/o General Atlantic Service Company, L.P. 55 East 52nd Street, 33rd Floor New York, New York 10055 (212) 715-4000 |
|
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
|
October 17, 2024 |
| (Date of Event which Requires Filing of this Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
*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 disclosures provided in a prior cover page.
The information required on 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. 85225A107 | SCHEDULE 13D | Page 2 of 16 |
| 1 |
NAME OF REPORTING PERSON General Atlantic, L.P. |
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY |
|
| 4 |
SOURCE OF FUNDS OO |
|
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER 0 |
| 8 |
SHARED VOTING POWER 0 |
|
| 9 |
SOLE DISPOSITIVE POWER 0 |
|
| 10 |
SHARED DISPOSITIVE POWER 0 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 |
|
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% |
|
| 14 |
TYPE OF REPORTING PERSON PN |
| CUSIP No. 85225A107 | SCHEDULE 13D | Page 3 of 16 |
| 1 |
NAME OF REPORTING PERSON General Atlantic Partners 100, L.P. |
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY |
|
| 4 |
SOURCE OF FUNDS OO |
|
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER 0 |
| 8 |
SHARED VOTING POWER 0 |
|
| 9 |
SOLE DISPOSITIVE POWER 0 |
|
| 10 |
SHARED DISPOSITIVE POWER 0 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 |
|
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% |
|
| 14 |
TYPE OF REPORTING PERSON PN |
| CUSIP No. 85225A107 | SCHEDULE 13D | Page 4 of 16 |
| 1 |
NAME OF REPORTING PERSON GAP Coinvestments III, LLC |
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY |
|
| 4 |
SOURCE OF FUNDS OO |
|
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER 0 |
| 8 |
SHARED VOTING POWER 0 |
|
| 9 |
SOLE DISPOSITIVE POWER 0 |
|
| 10 |
SHARED DISPOSITIVE POWER 0 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 |
|
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% |
|
| 14 |
TYPE OF REPORTING PERSON OO |
| CUSIP No. 85225A107 | SCHEDULE 13D | Page 5 of 16 |
| 1 |
NAME OF REPORTING PERSON GAP Coinvestments IV, LLC |
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY |
|
| 4 |
SOURCE OF FUNDS OO |
|
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER 0 |
| 8 |
SHARED VOTING POWER 0 |
|
| 9 |
SOLE DISPOSITIVE POWER 0 |
|
| 10 |
SHARED DISPOSITIVE POWER 0 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 |
|
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% |
|
| 14 |
TYPE OF REPORTING PERSON OO |
| CUSIP No. 85225A107 | SCHEDULE 13D | Page 6 of 16 |
| 1 |
NAME OF REPORTING PERSON GAP Coinvestments V, LLC |
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY |
|
| 4 |
SOURCE OF FUNDS OO |
|
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER 0 |
| 8 |
SHARED VOTING POWER 0 |
|
| 9 |
SOLE DISPOSITIVE POWER 0 |
|
| 10 |
SHARED DISPOSITIVE POWER 0 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 |
|
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% |
|
| 14 |
TYPE OF REPORTING PERSON OO |
| CUSIP No. 85225A107 | SCHEDULE 13D | Page 7 of 16 |
| 1 |
NAME OF REPORTING PERSON GAP Coinvestments CDA, L.P. |
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY |
|
| 4 |
SOURCE OF FUNDS OO |
|
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER 0 |
| 8 |
SHARED VOTING POWER 0 |
|
| 9 |
SOLE DISPOSITIVE POWER 0 |
|
| 10 |
SHARED DISPOSITIVE POWER 0 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 |
|
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% |
|
| 14 |
TYPE OF REPORTING PERSON PN |
| CUSIP No. 85225A107 | SCHEDULE 13D | Page 8 of 16 |
| 1 |
NAME OF REPORTING PERSON General Atlantic (SPV) GP, LLC |
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY |
|
| 4 |
SOURCE OF FUNDS OO |
|
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER 0 |
| 8 |
SHARED VOTING POWER 0 |
|
| 9 |
SOLE DISPOSITIVE POWER 0 |
|
| 10 |
SHARED DISPOSITIVE POWER 0 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 |
|
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% |
|
| 14 |
TYPE OF REPORTING PERSON OO |
| CUSIP No. 85225A107 | SCHEDULE 13D | Page 9 of 16 |
| 1 |
NAME OF REPORTING PERSON General Atlantic GenPar, L.P. |
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY |
|
| 4 |
SOURCE OF FUNDS OO |
|
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER 0 |
| 8 |
SHARED VOTING POWER 0 |
|
| 9 |
SOLE DISPOSITIVE POWER 0 |
|
| 10 |
SHARED DISPOSITIVE POWER 0 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 |
|
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% |
|
| 14 |
TYPE OF REPORTING PERSON PN |
| CUSIP No. 85225A107 | SCHEDULE 13D | Page 10 of 16 |
| 1 |
NAME OF REPORTING PERSON General Atlantic (SQRS II), L.P. |
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY |
|
| 4 |
SOURCE OF FUNDS OO |
|
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER 0 |
| 8 |
SHARED VOTING POWER 0 |
|
| 9 |
SOLE DISPOSITIVE POWER 0 |
|
| 10 |
SHARED DISPOSITIVE POWER 0 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 |
|
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% |
|
| 14 |
TYPE OF REPORTING PERSON PN |
| CUSIP No. 85225A107 | SCHEDULE 13D | Page 11 of 16 |
Item 1. Security and Issuer.
This Amendment No. 3 (this "Amendment No. 3") to Schedule 13D (the "Statement") is being filed to amend the Statement as originally filed with the U.S. Securities and Exchange Commission (the "SEC") on May 20, 2024, as amended by Amendment No. 1 dated September 11, 2024 and Amendment No. 2 dated September 18, 2024, with respect to the Class A common stock, par value $0.0001 per share (the "Class A Common Stock") of Squarespace, Inc., a Delaware corporation (the "Company"), whose principal executive offices are located at 225 Varick Street, 12th Floor, New York, New York 10014. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Statement. Except as set forth below, all previous Items and disclosures set forth in the Statement remain unchanged.
Item 4. Purpose of Transaction.
Item 4 of the Statement is hereby amended and supplemented by the addition of the following:
The cash tender offer (the "Tender 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 the Company's common stock (collectively, the "Shares" and each, a "Share") at an offer price of $46.50 per Share, expired as scheduled at one (1) minute after 11:59 p.m., New York City time, on October 11, 2024. As all conditions to the Tender Offer have been satisfied or waived, on October 14, 2024, Parent irrevocably accepted for payment all Shares validly tendered into and not validly withdrawn from the Tender Offer and paid for all such Shares in accordance with the Tender Offer.
On October 17, 2024, following the consummation of the Tender Offer, upon the terms and conditions set forth in the Amended and Restated Agreement and Plan of Merger, dated as of September 9, 2024, the Company filed a Certificate of Merger with the Secretary of State of the State of Delaware, pursuant to which the merger (the "Merger") became effective. In the Merger, Merger Sub merged with and into the Company, with the Company continuing as the surviving corporation (the "Surviving Corporation"). As a result of the Merger, the Company ceased to be a publicly traded company and became a privately held company and a subsidiary of Parent, beneficially owned by Permira Portfolio Management Limited and certain of its affiliates and the Rollover Stockholders (as defined below).
Immediately prior to the effective time of the Merger (the "Effective Time"), each of (a) GA SQRS II, (b) Accel Leaders 3 L.P. and certain of its affiliated funds (collectively, "Accel") and (c) Anthony Casalena, the Casalena Foundation and/or certain of their affiliates (collectively, "Casalena" and together with Accel and GA SQRS II, the "Rollover Stockholders") contributed to an indirect parent company of Parent ("Topco") a portion of their respective holdings of Shares (the "Rollover Shares") in exchange for equity interests in Topco pursuant to their respective tender and support agreements. The remainder of the Rollover Stockholders' respective holdings of Shares were sold to Topco pursuant to their respective tender and support agreements (collectively, the "Sale Shares"). At the Effective Time, each Share issued and outstanding immediately prior to the Effective Time (other than Shares (i) held by the Company and its subsidiaries, (ii) owned by Parent and Merger Sub (together, the "Buyer Parties"), (iii) that are Rollover Shares and Sale Shares, (iv) owned by any direct or indirect wholly owned subsidiary of the Buyer Parties as of immediately prior to the Effective Time, or (v) irrevocably accepted for purchase by Merger Sub in the Tender Offer, which were automatically cancelled and extinguished without any conversion thereof or consideration paid therefor), was converted into the right to receive an amount in cash equal to $46.50 per Share, without interest, and subject to deduction for any required tax withholding.
As a result of the Merger, the Class A Common Stock will no longer be listed on any securities exchange or quotation system, including the New York Stock Exchange ("NYSE") and the Company will cease to be a publicly traded company. On October 17, 2024, NYSE filed an application on Form 25 with the SEC to withdraw registration of the Class A Common Stock under the Exchange Act. The deregistration will become effective 90 days after the filing of Form 25, or such shorter period as may be determined by the SEC. The Company intends to suspend its reporting obligations under the Exchange Act by filing a Form 15 with the SEC in approximately 10 days following the filing of the Form 25. The Company's reporting obligations under the Exchange Act will be suspended immediately as of the filing date of the Form 15.
The consummation of the Merger and the other transactions described in this Item 4 have resulted or will result in a number of the actions specified in clauses (a)-(j) of Item 4 of Schedule 13D with respect to the Company, including the acquisition or disposition of securities of the Company, a merger or other extraordinary transaction involving the Company, a change to the board of directors of the Company (as the surviving corporation), causing a class of securities of the Company to be delisted from a national securities exchange, a class of equity securities of the Company becoming eligible for termination of registration and a change in the Company's articles of incorporation and bylaws to reflect that the Company has become a privately held company.
| CUSIP No. 85225A107 | SCHEDULE 13D | Page 12 of 16 |
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and restated in its entirety as follows:
The information set forth in Item 4 of this Amendment No. 3 is incorporated herein by reference.
(a) and (b) As of the date of this Amendment No. 3, the Reporting Persons do not beneficially own any Class A Common Stock.
(c) Except as otherwise described herein, none of the Reporting Persons has effected any transactions in shares of Class A Common Stock during the past 60 days.
(d) Not applicable.
(e) At the Effective Time, each of the Reporting Persons ceased to be the beneficial owner of more than 5% of the Class A Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Item 6 is hereby amended and supplemented as follows:
The information set forth in Item 4 of this Amendment No. 3 is incorporated herein by reference.
| CUSIP No. 85225A107 | SCHEDULE 13D | Page 13 of 16 |
Item 7. Materials to be Filed as Exhibits.
| CUSIP No. 85225A107 | SCHEDULE 13D | Page 14 of 16 |
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 as of October 17, 2024
| GENERAL ATLANTIC, L.P. | ||||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GENERAL ATLANTIC PARTNERS 100, L.P. | ||||
| By: | GENERAL ATLANTIC GENPAR, L.P., its general partner | |||
| By: | GENERAL ATLANTIC, L.P., its general partner | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GAP COINVESTMENTS III, LLC | ||||
| By: | GENERAL ATLANTIC, L.P., its managing member | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GAP COINVESTMENTS IV, LLC | ||||
| By: | GENERAL ATLANTIC, L.P., its managing member | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director |
| CUSIP No. 85225A107 | SCHEDULE 13D | Page 15 of 16 |
| GAP COINVESTMENTS V, LLC | ||||
| By: | GENERAL ATLANTIC, L.P., its managing member | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GAP COINVESTMENTS CDA, L.P. | ||||
| By: | GENERAL ATLANTIC, L.P., its general partner | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GENERAL ATLANTIC (SPV) GP, LLC | ||||
| By: | GENERAL ATLANTIC, L.P., its sole member | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GENERAL ATLANTIC GENPAR, L.P. | ||||
| By: | GENERAL ATLANTIC, L.P., its general partner | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director |
| CUSIP No. 85225A107 | SCHEDULE 13D | Page 16 of 16 |
| GENERAL ATLANTIC (SQRS II), L.P. | ||||
| By: | GENERAL ATLANTIC (SPV) GP, LLC, its general partner | |||
| By: | GENERAL ATLANTIC, L.P., its sole member | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director |
SCHEDULE A
Members of the Partnership Committee (as of the date hereof)
| Name | Address | Citizenship |
|
William E. Ford (Chief Executive Officer) |
55 East 52nd Street 33rd Floor New York, New York 10055 |
United States |
| Gabriel Caillaux |
23 Savile Row London W1S 2ET United Kingdom |
France |
| Martín Escobari |
55 East 52nd Street 33rd Floor New York, New York 10055 |
Bolivia and Brazil |
| David C. Hodgson |
55 East 52nd Street 33rd Floor New York, New York 10055 |
United States |
| Christopher G. Lanning |
Asia Square Tower 1 8 Marina View, #41-04 Singapore 018960 |
United States |