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

Role: Director
Signature: /s/ Jessica Krasner, as Attorney-in-Fact
Stock symbol: SQSP
Transactions as of: Oct 17, 2024
Transactions value $: -$647,725,238
Form type: 4
Date filed: 10/17/2024, 05:21 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		-32.4K	-100%		0	Oct 17, 2024	AKB Living Trust	F1, F2
transaction	SQSP	Class A Common Stock	Other		-22K	-100%		0	Oct 17, 2024	Accel Leaders 3 Entrepreneurs L.P.	F3, F4
transaction	SQSP	Class A Common Stock	Other		-31.7K	-100%		0	Oct 17, 2024	Accel Leaders 3 Investors (2020) L.P.	F3, F5
transaction	SQSP	Class A Common Stock	Other		-531K	-100%		0	Oct 17, 2024	Accel Leaders 3 L.P.	F3, F6
transaction	SQSP	Class A Common Stock	Sale	-$40.5M	-871K	-100%	$46.50	0	Oct 17, 2024	Accel Growth Fund Investors 2010 L.L.C.	F7, F8
transaction	SQSP	Class A Common Stock	Sale	-$596M	-12.8M	-100%	$46.50	0	Oct 17, 2024	Accel Growth Fund L.P.	F7, F9
transaction	SQSP	Class A Common Stock	Sale	-$11.7M	-251K	-100%	$46.50	0	Oct 17, 2024	Accel Growth Fund Strategic Partners L.P.	F7, F10

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		-6.2K	-100%		0	Oct 17, 2024	Class A Common Stock	6.2K	$0.00	Direct	F11

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

Andrew Braccia 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 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	These securities are held of record by AKB Living Trust of which Andrew Braccia is a trustee.
F3	Pursuant to the Amended and Restated Tender and Support Agreement, dated as of September 16, 2024, by and among (i) Accel Leaders 3 L.P., for itself and as nominee for Accel Leaders 3 L.P., Accel Leaders 3 Entrepreneurs L.P. and Accel Leaders 3 Investors (2020) L.P., (ii) Accel Growth Fund L.P., Accel Growth Fund Strategic Partners L.P. and Accel Growth Fund Investors 2010 L.L.C. (clauses (i) and (ii), 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 Accel Leaders 3 Entrepreneurs L.P. Accel Leaders 3 GP Associates L.L.C. ("AL3A") is the general partner of the general partner of Accel Leaders 3 Entrepreneurs L.P. Andrew Braccia, Sameer Gandhi, Ping Li, Tracy Sedlock, Ryan Sweeney and Richard Wong are the directors of AL3A. Andrew Braccia disclaims ownership of all such shares except to the extent that he has a pecuniary interest therein.
F5	The shares are held of record by Accel Leaders 3 Investors (2020) L.P. AL3A is the general partner of Accel Leaders 3 Investors (2020) L.P. Andrew Braccia, Sameer Gandhi, Ping Li, Tracy Sedlock, Ryan Sweeney and Richard Wong are the directors of AL3A. Andrew Braccia disclaims ownership of all such shares except to the extent that he has a pecuniary interest therein.
F6	The shares are held of record by Accel Leaders 3 L.P. AL3A is the general partner of the general partner of Accel Leaders 3 L.P. Andrew Braccia, Sameer Gandhi, Ping Li, Tracy Sedlock, Ryan Sweeney and Richard Wong are the directors of AL3A. Andrew Braccia disclaims ownership of all such shares except to the extent that he has a pecuniary interest therein.
F7	Represents the securities sold to Topco for $46.50 per share.
F8	The shares are held of record by Accel Growth Fund Investors 2010 L.L.C. Andrew Braccia, Kevin Efrusy, Sameer Gandhi, Ping Li, Tracy Sedlock and Richard Wong are the managing members of Accel Growth Fund Investors 2010 L.L.C. Each managing member disclaims beneficial ownership except to the extent of their pecuniary interest therein.
F9	The shares are held of record by Accel Growth Fund L.P. Accel Growth Fund Associates L.L.C. ("AGFA") is the general partner of Accel Growth Fund L.P. Andrew Braccia, Kevin Efrusy, Sameer Gandhi, Ping Li, Tracy Sedlock and Richard Wong are the managing members of AGFA. Each managing member disclaims beneficial ownership except to the extent of their pecuniary interest therein.
F10	The shares are held of record by Accel Growth Fund Strategic Partners L.P. AGFA is the general partner of Accel Growth Fund Strategic Partners L.P. Andrew Braccia, Kevin Efrusy, Sameer Gandhi, Ping Li, Tracy Sedlock and Richard Wong are the managing members of AGFA. Each managing member disclaims beneficial ownership except to the extent of their pecuniary interest therein.
F11	Pursuant to the Merger Agreement, immediately prior to the effective time of the Merger, each Issuer restricted stock unit ("RSU") award held by a non-employee of the Issuer then outstanding and not vested was cancelled and converted into the right to receive a lump sum cash payment equal to the product of (i) $46.50 per share, without interest, multiplied by (ii) the number of shares of Class A Common Stock of the Issuer subject to such RSU award, prorated based on the number of days between the grant date and the closing of the Merger.