Ownership Submission
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FORM 4
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Check this box if no longer subject to Section 16, Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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OMB APPROVAL
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OMB Number:3235-0287Expires:January 31, 2005Estimated average burden hours per response...0.5
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1. Name and Address of Reporting Person *
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O'Connor Courtenay
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2. Issuer Name and Ticker or Trading Symbol
Squarespace, Inc. [SQSP]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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_____ Director
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_____ 10% Owner
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_____ Officer (give title below)
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_____ Other (specify below)
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General Counsel and Secretary /
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(Last)
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(First)
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(Middle)
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C/O SQUARESPACE, INC., , 225 VARICK ST, 12TH FLOOR
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3. Date of Earliest Transaction (Month/Day/Year)
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(Street)
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NEW YORK
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NY
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10014
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4. If Amendment, Date Original Filed(Month/Day/Year)
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6. Individual or Join/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
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2. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction Code
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4. Securities Acquired (A) or Disposed of (D)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
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6. Ownership Form: Direct (D) or Indirect (I)
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7. Nature of Indirect Beneficial Ownership
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
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8. Price of Derivative Security
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
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11. Nature of Indirect Beneficial Ownership
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expriation Date
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Title
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Amount or Number of Shares
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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O'Connor Courtenay
C/O SQUARESPACE, INC.,
225 VARICK ST, 12TH FLOOR
NEW YORK, NY10014
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General Counsel and Secretary
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Signatures
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/s/ Jessica Krasner, as Attorney-in-Fact
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2024-10-17
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**Signature of Reporting Person
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Date
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Explanation of Responses:
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(*)
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If the form is filed by more than one reporting person, see Instruction 5(b)(v).
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(**)
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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(1)
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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.
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(2)
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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.
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