| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | SQSP | Class A Common Stock | Disposition pursuant to a tender of shares in a change of control transaction | -$1.18M | -25.4K | -0.24% | $46.50 | 10.6M | Oct 14, 2024 | See footnote | F1, F2, F3, F4, F5, F6 |
| Id | Content |
|---|---|
| F1 | The reported securities were disposed of pursuant to the terms of 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 ("Purchaser"), pursuant to which Purchaser completed a cash tender offer (the "Offer") for all outstanding shares of common stock, consisting of (i) Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), (ii) Class B Common Stock, par value $0.0001 per share ("Class B Common Stock") (Cont'd in FN2) |
| F2 | (Cont'd from FN1) and (iii) Class C Common Stock, par value $0.0001 per share ("Class C Common Stock" and the shares of Class A Common Stock, Class B Common Stock and Class C Common Stock, collectively, the "Shares") of the Issuer at a purchase price of $46.50 per share, without interest, and subject to any applicable withholding taxes. These Issuer Shares were tendered for purchase pursuant to the Offer. |
| F3 | The securities that were disposed of consisted of 25,390 shares of Class A common stock that were obtained upon the settlement of RSUs granted to Anton J. Levy, who 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"). |
| F4 | Reflects 10,611,073 shares of Class A common stock held directly by General Atlantic (SQRS II), LP, a Delaware limited partnership ("GA SQRS II"). 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"). |
| F5 | 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. |
| F6 | Each of the members of the Partnership Committee disclaims ownership of the shares except to the extent that he has a pecuniary interest therein. |
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" for the purposes of the Securities Exchange Act of 1934. 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. Each of the reporting persons is a director-by-deputization solely for purposes of Section 16 of the Exchange Act.