Roelof Botha Form 3 Unity Software / ROELOF BOTHA ownership change

SEC Form 3

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
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

BOTHA ROELOF

(Last)

(First)

(Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/17/2020

3. Issuer Name and Ticker or Trading Symbol
Unity Software Inc. [ U ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of 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

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)
Common Stock	3,909,607	I	Sequoia Capital Global Growth Fund III - Endurance Partners, L.P.⁽²⁾⁽³⁾
Common Stock	9,289,278	I	Sequoia Capital Global Growth Fund, L.P.⁽²⁾⁽³⁾
Common Stock	269,560	I	Sequoia Capital Global Growth Principals Fund, L.P.⁽²⁾⁽³⁾
Common Stock	6,016,318	I	Sequoia Capital U.S. Growth Fund VI, L.P.⁽²⁾⁽³⁾
Common Stock	301,354	I	Sequoia Capital U.S. Growth VI Principals Fund, L.P.⁽²⁾⁽³⁾

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: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	2,027,400	⁽¹⁾	I	Sequoia Capital XII Principals Fund, LLC⁽²⁾⁽³⁾
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	18,969,380	⁽¹⁾	I	Sequoia Capital XII, L.P.⁽²⁾⁽³⁾
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	709,810	⁽¹⁾	I	Sequoia Technology Partners XII, L.P.⁽²⁾⁽³⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	2,005,056	⁽¹⁾	I	Sequoia Capital Global Growth Fund, L.P.⁽²⁾⁽³⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	58,183	⁽¹⁾	I	Sequoia Capital Global Growth Principals Fund, L.P.⁽²⁾⁽³⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	260,920	⁽¹⁾	I	Sequoia Capital XII Principals Fund, LLC⁽²⁾⁽³⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	2,441,320	⁽¹⁾	I	Sequoia Capital XII, L.P.⁽²⁾⁽³⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	91,350	⁽¹⁾	I	Sequoia Technology Partners XII, L.P.⁽²⁾⁽³⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	996,184	⁽¹⁾	I	Sequoia Capital Global Growth Fund, L.P.⁽²⁾⁽³⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	28,908	⁽¹⁾	I	Sequoia Capital Global Growth Principals Fund, L.P.⁽²⁾⁽³⁾
Series D-1 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	5,730,132	⁽¹⁾	I	Sequoia Capital Global Growth Fund III - Endurance Partners, L.P.⁽²⁾⁽³⁾
Series E Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	4,351,309	⁽¹⁾	I	Sequoia Capital Global Growth Fund III - Endurance Partners, L.P.⁽²⁾⁽³⁾

Explanation of Responses:

1. The Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D-1 Preferred Stock and Series E Preferred Stock are convertible into shares of common stock on a 1:1 basis and have no expiration date. Immediately prior to the consummation of the Issuer's initial public offering, all shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D-1 Preferred Stock and Series E Preferred Stock will automatically convert into shares of common stock of the Issuer.

2. The Reporting Person is a director and stockholder of SC US (TTGP), Ltd. SC US (TTGP), Ltd. is (i) the general partner of SC U.S. Growth VI Management, L.P., which is the general partner of each of Sequoia Capital U.S. Growth Fund VI, L.P. (GFVI) and Sequoia Capital U.S. Growth VI Principals Fund, L.P. (GFVI PF) (collectively, the GFVI Funds); (ii) the general partner of SCGGF Management, L.P., which is the general partner of each of Sequoia Capital Global Growth Fund, LP (GGF) and Sequoia Capital Global Growth Principals Fund, LP (GGF PF) (collectively, the GGF Funds); and (iii) the general partner of SCGGF III - Endurance Partners Management, L.P., which is the general partner of Sequoia Capital Global Growth Fund III - Endurance Partners, L.P. (GGF III).

3. (Continued from Footnote 2) SC XII Management, LLC is a general partner of each of Sequoia Capital XII, L.P. (XII) and Sequoia Technology Partners XII, L.P. (STP XII), and the managing member of Sequoia Capital XII Principals Fund, LLC (XII PF) (collectively the XII Funds). Voting and disposition decisions at SC US (TTGP), Ltd. with respect to the shares held by the GGFIII are made by an investment committee that includes the Reporting Person. The Reporting Person disclaims beneficial ownership of the securities included in this report, except to the extent of his 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:

	/s/ Jung Yeon Son, Attorney-in-fact for Roelof Botha	09/17/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

Roelof Botha Form 3Unity Software / ROELOF BOTHA ownership change