Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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 *
Wagner Dana
  2. Issuer Name and Ticker or Trading Symbol
Square, Inc. [SQ]
5. 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
(Last)
(First)
(Middle)
1455 MARKET STREET, SUITE 600
3. Date of Earliest Transaction (Month/Day/Year)
11/24/2015
(Street)

SAN FRANCISCO, CA 94103
4. If Amendment, Date Original Filed(Month/Day/Year)
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock (1) 11/24/2015   J   309,120 D (1) 0 I See footnote (2)
Common Stock (1) 11/24/2015   J   67,000 (1) (3) D (1) 0 D  
Class A Common Stock 11/24/2015   J   67,000 (1) (4) A (1) 67,000 D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock (1) (5) (5) 11/24/2015   J   309,120     (5)   (5) Class A Common Stock 309,120 $ 0 309,120 I See footnote (2)
Stock Option (right to buy) $ 1.311 11/24/2015   J     960,000   (6) 08/10/2021 Common Stock (1) 960,000 $ 0 0 D  
Stock Option (right to buy) $ 1.311 11/24/2015   J   960,000     (6) 08/10/2021 Class B Common Stock (1) (5) 960,000 $ 0 960,000 D  
Stock Option (right to buy) $ 2.904 11/24/2015   J     103,750   (7) 05/31/2023 Common Stock (1) 103,750 $ 0 0 D  
Stock Option (right to buy) $ 2.904 11/24/2015   J   103,750     (7) 05/31/2023 Class B Common Stock (1) (5) 103,750 $ 0 103,750 D  
Stock Option (right to buy) $ 7.254 11/24/2015   J     250,000   (8) 02/27/2024 Common Stock (1) 250,000 $ 0 0 D  
Stock Option (right to buy) $ 7.254 11/24/2015   J   250,000     (8) 02/27/2024 Class B Common Stock (1) (5) 250,000 $ 0 250,000 D  
Stock Option (right to buy) $ 9 11/24/2015   J     200,000   (9) 11/18/2025 Common Stock (1) 200,000 $ 0 0 D  
Stock Option (right to buy) $ 9 11/24/2015   J   200,000     (9) 11/18/2025 Class B Common Stock (1) (5) 200,000 $ 0 200,000 D  

Reporting Owners

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

Signatures

 /s/ Jason Gao, Attorney-in-Fact   11/24/2015
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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) Immediately prior to the closing of the Issuer's initial public offering, each share of Common Stock was reclassified into one share of Class B Common Stock in an exempt transaction pursuant to Rule 16b-7.
(2) The shares are held of record by the Dana R. Wagner Living Trust, for which Reporting Person serves as trustee.
(3) Each share is represented by a restricted stock unit (RSU). Each RSU represents a contingent right to receive one share of the Issuer's Common Stock upon settlement. 25% of the RSUs vest on November 1, 2016, and 1/12 of the remaining RSUs vest every three months thereafter.
(4) Each share is represented by a restricted stock unit (RSU). Each RSU represents a contingent right to receive one share of the Issuer's Class B Common Stock upon settlement. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder and has no expiration date. 25% of the RSUs vest on November 1, 2016, and 1/12 of the remaining RSUs vest every three months thereafter.
(5) Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder and has no expiration date.
(6) The shares subject to the option are fully vested and exercisable.
(7) 25% of the shares subject to the option vested on May 16, 2014, and 1/48 of the shares vest monthly thereafter.
(8) 20% of the shares subject to the option vested on February 24, 2015, and 1/60 of the shares vest monthly thereafter.
(9) 25% of the shares subject to the option vest on October 19, 2016, and 1/48 of the shares vest monthly thereafter.

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