Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Rizvi Traverse Management, LLC
2. Date of Event Requiring Statement (Month/Day/Year)
11/18/2015
3. Issuer Name and Ticker or Trading Symbol
Square, Inc. [SQ]
(Last)
(First)
(Middle)
260 EAST BROWN STREET, SUITE 380
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

BIRMINGHAM, MI 48009
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series D Preferred Stock   (1)   (1) Common Stock (2) 565,210 $ (1) I See footnote (3)
Series D Preferred Stock   (1)   (1) Common Stock (2) 29,470 $ (1) I See footnote (4)
Series D Preferred Stock   (1)   (1) Common Stock (2) 11,349,190 $ (1) I See footnote (5)
Series D Preferred Stock   (1)   (1) Common Stock (2) 1,221,170 $ (1) I See footnote (6)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Rizvi Traverse Management, LLC
260 EAST BROWN STREET
SUITE 380
BIRMINGHAM, MI 48009
    X    
Giampetroni John
260 EAST BROWN STREET
SUITE 380
BIRMINGHAM, MI 48009
    X    
RIZVI SUHAIL
260 EAST BROWN STREET
SUITE 380
BIRMINGHAM, MI 48009
    X    
Rizvi Traverse Management II, LLC
260 EAST BROWN STREET
SUITE 380
BIRMINGHAM, MI 48009
    X    
Rizvi Opportunistic Equity Fund II, L.P.
260 EAST BROWN STREET
SUITE 380
BIRMINGHAM, MI 48009
    X    
Rizvi Traverse Partners II, LLC
260 EAST BROWN STREET
SUITE 380
BIRMINGHAM, MI 48009
    X    
RT-SQ Management, LLC
260 EAST BROWN STREET
SUITE 380
BIRMINGHAM, MI 48009
    X    
RT Spartan IV, LLC
260 EAST BROWN STREET
SUITE 380
BIRMINGHAM, MI 48009
    X    
RT SQ Co-Invest, LLC
260 EAST BROWN STREET
SUITE 380
BIRMINGHAM, MI 48009
    X    

Signatures

Suhail Rizvi, Managing Director, Rizvi Traverse Management, LLC 11/18/2015
**Signature of Reporting Person Date

John Giampetroni 11/18/2015
**Signature of Reporting Person Date

Suhail Rizvi 11/18/2015
**Signature of Reporting Person Date

Suhail Rizvi, Managing Director, Rizvi Traverse Management II, LLC 11/18/2015
**Signature of Reporting Person Date

Suhail Rizvi, Managing Director of Rizvi Traverse Management II, LLC, the Manager of Rizvi Opportunistic Equity Fund II, L.P. 11/18/2015
**Signature of Reporting Person Date

Suhail Rizvi, Managing Director of Rizvi Traverse Management II, LLC, the Manager of Rizvi Traverse Partners II, LLC 11/18/2015
**Signature of Reporting Person Date

Suhail Rizvi, Managing Director, RT-SQ Management, LLC 11/18/2015
**Signature of Reporting Person Date

Suhail Rizvi, Managing Director of RT-SQ Management, LLC, the Manager of RT Spartan IV, LLC 11/18/2015
**Signature of Reporting Person Date

Suhail Rizvi, Managing Director of RT-SQ Management, LLC, the Manager of RT SQ Co-Invest, LLC 11/18/2015
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The Series D Preferred Stock is convertible into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the completion of the Issuer's initial public offering, all shares of Series D Preferred Stock will be converted into shares of Common Stock.
(2) Each share of Common Stock shall be reclassified into one share of Class B Common Stock immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock.
(3) Shares held directly by Rizvi Opportunistic Equity Fund II, L.P. Rizvi Traverse Management II, LLC (the manager of Rizvi Opportunistic Equity Fund II, L.P.), and John Giampetroni and Suhail Rizvi (the managers of Rizvi Traverse Management II, LLC) have sole voting and investment power over the securities held by Rizvi Opportunistic Equity Fund II, L.P. Such persons and entities disclaim beneficial ownership of shares held by Rizvi Opportunistic Equity Fund II, L.P. except to the extent of any pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
(4) Shares held directly by Rizvi Traverse Partners II, LLC. Rizvi Traverse Management II, LLC (the manager of Rizvi Traverse Partners II, LLC), and John Giampetroni and Suhail Rizvi (the managers of Rizvi Traverse Management II, LLC) have sole voting and investment power over the securities held by Rizvi Traverse Partners II, LLC. Such persons and entities disclaim beneficial ownership of shares held by Rizvi Traverse Partners II, LLC except to the extent of any pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
(5) Shares held directly by RT Spartan IV, LLC. RT-SQ Management, LLC (the manager of RT Spartan IV, LLC), and John Giampetroni and Suhail Rizvi (the managers of RT-SQ Management, LLC) have sole voting and shared investment power over the securities held by RT Spartan IV, LLC. Such persons and entities disclaim beneficial ownership of shares held by RT Spartan IV, LLC except to the extent of any pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
(6) Shares held directly by RT SQ Co-Invest, LLC. RT-SQ Management, LLC (the manager of RT SQ Co-Invest, LLC), and John Giampetroni and Suhail Rizvi (the managers of RT-SQ Management, LLC) have sole voting and investment power over the securities held by RT SQ Co-Invest, LLC. Such persons and entities disclaim beneficial ownership of shares held by RT SQ Co-Invest, LLC except to the extent of any pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
 
Remarks:
*** This report is filed as one of three to report related transactions for the following filers: Rizvi Traverse Management, LLC; John Giampetroni; Suhail Rizvi; Rizvi Opportunistic Equity Fund, L.P.; Rizvi Opportunistic Equity Fund (TI), L.P.; Rizvi Opportunistic Equity Fund I-B, L.P.; Rizvi Opportunistic Equity Fund I-B (TI), L.P.; Rizvi Traverse Partners, LLC; Rizvi Traverse Management II, LLC; Rizvi Opportunistic Equity Fund II, L.P.; Rizvi Traverse Partners II, LLC; RT-SQ Management, LLC; RT Spartan IV, LLC; RT SQ Co-Invest, LLC; Rizvi Traverse CI GP, LLC; RT SQ Secondary, LLC; RT SQ Co-Invest II, LLC; and RT-SQ TS, LLC.

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