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Filing Details

Accession Number:: 0000950170-24-115390
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2024-10-17 17:21:21
Reporting Period:: 2024-10-17

Accepted Time:: 2024-10-17 17:21:21
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1496963	Squarespace Inc.	SQSP	Services-Prepackaged Software (7372)	200375811

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1536303	Andrew Braccia	C/O Squarespace, Inc., 225 Varick Street, 12Th Floor New York NY 10014		No	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Disposition	2024-10-17	32,439	$0.00	No	4	D	Indirect	AKB Living Trust
Class A Common Stock	Disposition	2024-10-17	21,982	$0.00	No	4	J	Indirect	Accel Leaders 3 Entrepreneurs L.P.
Class A Common Stock	Disposition	2024-10-17	31,686	$0.00	No	4	J	Indirect	Accel Leaders 3 Investors (2020) L.P.
Class A Common Stock	Disposition	2024-10-17	530,953	$0.00	No	4	J	Indirect	Accel Leaders 3 L.P.
Class A Common Stock	Disposition	2024-10-17	870,600	$46.50	No	4	S	Indirect	Accel Growth Fund Investors 2010 L.L.C.
Class A Common Stock	Disposition	2024-10-17	12,808,246	$46.50	No	4	S	Indirect	Accel Growth Fund L.P.
Class A Common Stock	Disposition	2024-10-17	250,729	$46.50	No	4	S	Indirect	Accel Growth Fund Strategic Partners L.P.

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	D	Indirect	AKB Living Trust
No	4	J	Indirect	Accel Leaders 3 Entrepreneurs L.P.
No	4	J	Indirect	Accel Leaders 3 Investors (2020) L.P.
No	4	J	Indirect	Accel Leaders 3 L.P.
No	4	S	Indirect	Accel Growth Fund Investors 2010 L.L.C.
No	4	S	Indirect	Accel Growth Fund L.P.
No	4	S	Indirect	Accel Growth Fund Strategic Partners L.P.

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Restricted Stock Units	Disposition	2024-10-17	6,197	$0.00	6,197	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0			No	4	D	Direct

Footnotes

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.
These securities are held of record by AKB Living Trust of which Andrew Braccia is a trustee.
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.
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.
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.
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.
Represents the securities sold to Topco for $46.50 per share.
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.
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.
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.
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.