General Atlantic, L.P. - Oct 17, 2024 Form 4 Insider Report for Squarespace, Inc. (SQSP)

Role
Director, 10%+ Owner
Signature
/s/ Michael Gosk
Stock symbol
SQSP
Transactions as of
Oct 17, 2024
Transactions value $
-$310,215,915
Form type
4
Date filed
10/17/2024, 08:30 PM
Previous filing
Oct 16, 2024
Next filing
Nov 8, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SQSP Class A Common Stock Other -8.9M -83.86% 1.71M Oct 17, 2024 See Remarks F1, F2
transaction SQSP Class A Common Stock Disposed to Issuer -$79.7M -1.71M -100% $46.50 0 Oct 17, 2024 See footnote F3, F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction SQSP Class B Common Stock Disposed to Issuer -$231M -4.96M -100% $46.50 0 Oct 17, 2024 Class A Common Stock 4.96M See Remarks F4, F5
transaction SQSP Restricted Stock Units Disposed to Issuer -6.2K -100% 0 Oct 17, 2024 Class A Common Stock 6.2K $0.00 See Footnote F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

General Atlantic, L.P. is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 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)
F2 (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.
F3 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.
F4 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.
F5 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.
F6 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.

Remarks:

Each of the reporting persons is a director-by-deputization solely for purposes of Section 16 of the Exchange Act. 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"). 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. 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" within the meaning of Rule 13d-5 of the Securities Exchange Act of 1934, as amended. 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.