Roelof Botha Form 3 23andMe Holding / 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)
06/16/2021

3. Issuer Name and Ticker or Trading Symbol
23andMe Holding Co. [ ME ]

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)

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)
Class B Common Stock, $0.0001 par value	⁽¹⁾	⁽¹⁾	Class A Common Stock	624,136	⁽¹⁾	I	By estate planning vehicles
Class B Common Stock, $0.0001 par value	⁽¹⁾	⁽¹⁾	Class A Common Stock	3,634,310	⁽¹⁾	I	Sequoia Capital Growth Fund III, L.P.⁽²⁾⁽³⁾
Class B Common Stock, $0.0001 par value	⁽¹⁾	⁽¹⁾	Class A Common Stock	6,135,652	⁽¹⁾	I	Sequoia Capital U.S. Growth Fund VII, L.P.⁽²⁾⁽³⁾
Class B Common Stock, $0.0001 par value	⁽¹⁾	⁽¹⁾	Class A Common Stock	504,692	⁽¹⁾	I	Sequoia Capital U.S. Growth VII Principals Fund, L.P.⁽²⁾⁽³⁾
Class B Common Stock, $0.0001 par value	⁽¹⁾	⁽¹⁾	Class A Common Stock	3,818,329	⁽¹⁾	I	Sequoia Capital U.S. Growth Fund VIII, L.P.⁽²⁾⁽³⁾
Class B Common Stock, $0.0001 par value	⁽¹⁾	⁽¹⁾	Class A Common Stock	3,670,314	⁽¹⁾	I	Sequoia Capital Global Growth Fund II, L.P.⁽²⁾⁽³⁾
Class B Common Stock, $0.0001 par value	⁽¹⁾	⁽¹⁾	Class A Common Stock	55,143	⁽¹⁾	I	Sequoia Capital Global Growth II Principals Fund, L.P.⁽²⁾⁽³⁾
Class B Common Stock, $0.0001 par value	⁽¹⁾	⁽¹⁾	Class A Common Stock	1,235,148	⁽¹⁾	I	Sequoia Grove II, LLC⁽⁴⁾

Explanation of Responses:

1. Shares of Class B Common Stock, which are not registered under the Securities Exchange Act of 1934, as amended, are convertible into shares of Class A Common Stock on a share-for-share basis.

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 VII Management, L.P., which is the general partner of each of Sequoia Capital U.S. Growth Fund VII, L.P. ("GF VII") and Sequoia Capital U.S. Growth VII Principals Fund, L.P. ("GFVII PF") (collectively, the GF VII Funds); (ii) the general partner of SC U.S. Growth VIII Management, L.P., which is the general partner of Sequoia Capital U.S. Growth Fund VIII, L.P. ("GF VIII"); and (iii) the general partner of SC Global Growth II Management, L.P., which is the general partner of each of Sequoia Capital Global Growth Fund II, L.P. ("GGF II") and Sequoia Capital Global Growth II Principals Fund, L.P ("GGFII PF") (collectively, the GGF II Funds).

3. (Continued from Footnote 2) In addition, the Reporting Person is a director and stockholder of SCGF III Management, LLC, which is the general partner of Sequoia Capital Growth Fund III, LP ("GFIII"). Voting and disposition decisions at SC US (TTGP), Ltd. with respect to the shares held by the GGF II Funds 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.

4. The Reporting Person is a member of Sequoia Grove II, LLC. The Reporting Person disclaims beneficial ownership of these securities 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:

Exhibit 24.1 - Power of Attorney

	By: /s/ Jung Yeon Son, Attorney-in-fact for Roelof Botha	06/25/2021
	** 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 323andMe Holding / ROELOF BOTHA ownership change