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

Role: Chief Financial Officer
Signature: /s/ Jessica Krasner, as Attorney-in-Fact
Stock symbol: SQSP
Transactions as of: Oct 17, 2024
Transactions value $: $0
Form type: 4
Date filed: 10/17/2024, 05:19 PM
Previous filing: Oct 16, 2024
Next filing: Nov 19, 2024

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	Restricted Stock Units	Disposed to Issuer		-405K	-100%		0	Oct 17, 2024	Class A Common Stock	405K	$0.00	Direct	F1
transaction	SQSP	Performance Restricted Stock Units	Disposed to Issuer		-160K	-100%		0	Oct 17, 2024	Class A Common Stock	160K	$0.00	Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Nathan Gooden 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 Issuer restricted stock unit ("RSU") award held by an employee of the Issuer then outstanding and not vested was cancelled and converted into the opportunity to be paid an amount in cash ("Parent RSU Cash Award") equal to the product of (i) $46.50 per share, without interest (the "Per Share Price") multiplied by (ii) the number of shares of Class A Common Stock of the Issuer subject to such RSU award. Each Parent RSU Cash Award remains subject to the same vesting terms and conditions that applied to the associated Issuer RSU award immediately prior to the effective time of the Merger.
F2	Pursuant to the Merger Agreement, immediately prior to the effective time of the Merger, each Issuer performance restricted stock unit ("PSU") award held by an employee of the Issuer then outstanding and not vested was cancelled and converted into the opportunity to be paid an amount in cash ("Parent PSU Cash Award") equal to the product of (i) the Per Share Price multiplied by (ii) the number of shares of Class A Common Stock subject to such PSU award (with the number of shares of Class A Common Stock subject to Issuer PSU awards determined in accordance with the applicable award agreement prior to the consummation of the Merger). Each Parent PSU Cash Award remains subject to the same vesting terms and conditions that applied to the associated Issuer PSU award immediately prior to the effective time of the Merger.

Content

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 Issuer restricted stock unit ("RSU") award held by an employee of the Issuer then outstanding and not vested was cancelled and converted into the opportunity to be paid an amount in cash ("Parent RSU Cash Award") equal to the product of (i) $46.50 per share, without interest (the "Per Share Price") multiplied by (ii) the number of shares of Class A Common Stock of the Issuer subject to such RSU award. Each Parent RSU Cash Award remains subject to the same vesting terms and conditions that applied to the associated Issuer RSU award immediately prior to the effective time of the Merger.

Pursuant to the Merger Agreement, immediately prior to the effective time of the Merger, each Issuer performance restricted stock unit ("PSU") award held by an employee of the Issuer then outstanding and not vested was cancelled and converted into the opportunity to be paid an amount in cash ("Parent PSU Cash Award") equal to the product of (i) the Per Share Price multiplied by (ii) the number of shares of Class A Common Stock subject to such PSU award (with the number of shares of Class A Common Stock subject to Issuer PSU awards determined in accordance with the applicable award agreement prior to the consummation of the Merger). Each Parent PSU Cash Award remains subject to the same vesting terms and conditions that applied to the associated Issuer PSU award immediately prior to the effective time of the Merger.