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 *
  Whiteley Sivan
2. Date of Event Requiring Statement (Month/Day/Year)
03/18/2018
3. Issuer Name and Ticker or Trading Symbol
Square, Inc. [SQ]
(Last)
(First)
(Middle)
1455 MARKET STREET, SUITE 600
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Gen. Counsel & Corp. Secretary
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

SAN FRANCSICO, CA 94103
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ 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)
Class A Common Stock 116,226 (1) (2) (3) (4) (5)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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
Stock Option (Right to Buy)   (6) 02/27/2024 Class B Common Stock (7) 4,167 $ 7.254 D  
Stock Option (Right to Buy)   (8) 06/16/2025 Class B Common Stock (7) 28,125 $ 13.94 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Whiteley Sivan
1455 MARKET STREET
SUITE 600
SAN FRANCSICO, CA 94103
      Gen. Counsel & Corp. Secretary  

Signatures

/s/ Jason Gao, Attorney-in-Fact 03/27/2018
**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) Represents 10,667 shares of the Issuer's Class A Common Stock owned, and 105,559 shares represented by unvested restricted stock units (RSUs).
(2) 6,339 of the RSUs each represent a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement. Of the original grant of an aggregate of 11,268 RSUs, 1/16 of the RSUs vested on August 1, 2016, and 1/16 of the total RSUs vest every three months thereafter.
(3) 15,324 of the RSUs each represent a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement. Of the original grant of an aggregate of 35,025 RSUs, 1/4 of the RSUs vested on December 16, 2016, and 1/16 of the total RSUs vest every three months thereafter.
(4) 30,000 of the RSUs each represent a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement. Of the original grant of an aggregate of 40,000 RSUs, 1/16 of the RSUs vested on April 1, 2017, and 1/16 of the total RSUs vest every three months thereafter.
(5) 53,896 of the RSUs each represent a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement. Of the original grant of an aggregate of 66,333 RSUs, 1/16 of the RSUs vested on July 1, 2017, and 1/16 of the total RSUs vest every three months thereafter.
(6) 25% of the shares subject to the option vested on January 31, 2015, and 1/48 of the shares vest monthly thereafter.
(7) Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder.
(8) 25% of the shares subject to the option vested on June 1, 2016, and 1/48 of the shares vest monthly thereafter.

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