10/17/2024 | Press release | Distributed by Public on 10/17/2024 18:31
FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Title of Derivate Security | 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 | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security | 8. Price of Derivative Security | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) | 11. Nature of Indirect Beneficial Ownership |
Code | V | (A) | (D) | Date Exercisable | Expriation Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
GENERAL ATLANTIC, L.P. C/O GENERAL ATLANTIC SERVICE CO.,L.P. 55 EAST 52ND STREET, 33RD FLOOR NEW YORK, NY10055 |
X | X |
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GENERAL ATLANTIC GENPAR, L.P. C/O GENERAL ATLANTIC SERVICE CO.,L.P. 55 EAST 52ND STREET, 33RD FLOOR NEW YORK, NY10055 |
X | X |
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General Atlantic (SPV) GP, LLC C/O GENERAL ATLANTIC SERVICE CO.,L.P. 55 EAST 52ND STREET, 33RD FLOOR NEW YORK, NY10055 |
X | X |
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General Atlantic Partners 100, L.P. C/O GENERAL ATLANTIC SERVICE CO.,L.P. 55 EAST 52ND STREET, 33RD FLOOR NEW YORK, NY10055 |
X | X |
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GAP COINVESTMENTS III, LLC C/O GENERAL ATLANTIC SERVICE CO.,L.P. 55 EAST 52ND STREET, 33RD FLOOR NEW YORK, NY10055 |
X | X |
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GAP COINVESTMENTS IV, LLC C/O GENERAL ATLANTIC SERVICE CO.,L.P. 55 EAST 52ND STREET, 33RD FLOOR NEW YORK, NY10055 |
X | X |
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GAP Coinvestments V, LLC C/O GENERAL ATLANTIC SERVICE CO.,L.P. 55 EAST 52ND STREET, 33RD FLOOR NEW YORK, NY10055 |
X | X |
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GAP Coinvestments CDA, L.P. C/O GENERAL ATLANTIC SERVICE CO.,L.P. 55 EAST 52ND STREET, 33RD FLOOR NEW YORK, NY10055 |
X | X |
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General Atlantic (SQRS II), L.P. C/O GENERAL ATLANTIC SERVICE CO.,L.P. 55 EAST 52ND STREET, 33RD FLOOR NEW YORK, NY10055 |
X | X |
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/s/ Michael Gosk | 2024-10-17 |
**Signature of Reporting Person | Date |
/s/ Michael Gosk | 2024-10-17 |
**Signature of Reporting Person | Date |
/s/ Michael Gosk | 2024-10-17 |
**Signature of Reporting Person | Date |
/s/ Michael Gosk | 2024-10-17 |
**Signature of Reporting Person | Date |
/s/ Michael Gosk | 2024-10-17 |
**Signature of Reporting Person | Date |
/s/ Michael Gosk | 2024-10-17 |
**Signature of Reporting Person | Date |
/s/ Michael Gosk | 2024-10-17 |
**Signature of Reporting Person | Date |
/s/ Michael Gosk | 2024-10-17 |
**Signature of Reporting Person | Date |
/s/ Michael Gosk | 2024-10-17 |
**Signature of Reporting Person | Date |
(*) | If the form is filed by more than one reporting person, see Instruction 5(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). |
(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. |