Anthony Casalena - Oct 17, 2024 Form 4 Insider Report for Squarespace, Inc. (SQSP)

Role
Chief Executive Officer, Director, 10%+ Owner
Signature
/s/ Jessica Krasner, as Attorney-in-Fact
Stock symbol
SQSP
Transactions as of
Oct 17, 2024
Transactions value $
-$573,334,956
Form type
4
Date filed
10/17/2024, 05:18 PM
Previous filing
Oct 16, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SQSP Class A Common Stock Disposed to Issuer -881K -100% 0 Oct 17, 2024 See footnote F1, F2
transaction SQSP Class A Common Stock Other -388K -100% 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 Sale -$573M -12.3M -30.19% $46.50 28.5M Oct 17, 2024 Class A Common Stock 12.3M See footnote F2, F5, F6
transaction SQSP Class B Common Stock Other -28.5M -100% 0 Oct 17, 2024 Class A Common Stock 28.5M See footnote F2, F3, F5
transaction SQSP Class B Common Stock Other -2.05M -100% 0 Oct 17, 2024 Class A Common Stock 2.05M See footnote F3, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Anthony Casalena is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 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.
F2 The shares are held of record by the Anthony Casalena Revocable Trust.
F3 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.
F4 The shares are held of record by the Anthony Casalena 2019 Family Trust.
F5 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.
F6 Represents the securities sold to Topco for $46.50 per share.