SEC Form 4
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Unity Software Inc. [ U ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/14/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 05/14/2024 | J(1) | 4,501,181 | D | $0 | 0 | I | Sequoia Capital Global Growth Fund III - Endurance Partners, L.P.(2)(3) | ||
| Common Stock | 05/14/2024 | J(1) | 6,019,273 | D | $0 | 0 | I | Sequoia Capital XII, L.P.(2)(3) | ||
| Common Stock | 05/14/2024 | J(1) | 915,328 | D | $0 | 0 | I | Sequoia Capital XII Principals Fund, LLC(2)(3) | ||
| Common Stock | 05/14/2024 | J(1) | 320,464 | D | $0 | 0 | I | Sequoia Technology Partners XII, L.P.(2)(3) | ||
| Common Stock | 05/14/2024 | J(1) | 3,933,670 | D | $0 | 0 | I | Sequoia Capital Global Growth Fund, L.P.(2)(3) | ||
| Common Stock | 05/14/2024 | J(1) | 142,661 | D | $0 | 0 | I | Sequoia Capital Global Growth Principals Fund, L.P.(2)(3) | ||
| Common Stock | 05/14/2024 | J(1) | 1,684,939 | D | $0 | 0 | I | Sequoia Capital U.S. Growth Fund VI, L.P.(2)(3) | ||
| Common Stock | 05/14/2024 | J(1) | 120,542 | D | $0 | 0 | I | Sequoia Capital U.S. Growth VI Principals Fund, L.P.(2)(3) | ||
| Common Stock | 05/14/2024 | J(1) | 777,578 | D | $0 | 0 | I | By Sequoia Grove II, LLC(5) | ||
| Common Stock | 05/14/2024 | J(1) | 12,695,003 | A | $0 | 28,746,492 | I | Sequoia Capital Fund, LP(4) | ||
| Common Stock | 05/14/2024 | J(1) | 1,479,681 | A | $0 | 3,620,981 | I | Sequoia Capital Fund Parallel, LLC(4) | ||
| Common Stock | 05/14/2024 | J(1) | 419,966 | D | $0 | 543,301 | I | By estate planning vehicle | ||
| Common Stock | 05/16/2024 | J(1) | 2,311 | D | $0 | 3,618,670 | I | Sequoia Capital Fund Parallel, LLC(4) | ||
| Common Stock | 33,733 | D | ||||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Securities Underlying Derivative Security (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: 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 | ||||||||
| Explanation of Responses: |
| 1. Represents a pro rata in-kind distribution of shares of Common Stock of the Issuer to partners or members for no consideration and includes subsequent distributions by general partners or managing members to their respective partners or members and, in certain cases, the contribution by such partners or members to the applicable recipient fund. |
| 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). The Reporting Person is a managing member of SC XII Management, LLC, which is the general partner of each of Sequoia Capital XII, L.P. (XII) and Sequoia Technology Partners XII, L.P. (STP XII), |
| 3. (continued from footnote 2) and the managing member of Sequoia Capital XII Principals Fund, LLC (XII PF) (collectively the XII Funds). As a result, the Reporting Person may be deemed to share voting and dispositive power with respect to the shares held by the GFVI Funds, GGF III, the GGF Funds and the XII Funds. 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 director and stockholder of SC US (TTGP), Ltd. SC US (TTGP), Ltd. is (i) the general partner of Sequoia Capital Fund Management, L.P., which is the general partner of Sequoia Capital Fund, LP (SCF) and the managing member of Sequoia Capital Fund Parallel, LLC (SCFP). As a result, the Reporting Person may be deemed to share voting and dispositive power with respect to the shares held by SCF and SCFP. The Reporting Person disclaims beneficial ownership of the securities included in the 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. |
| 5. 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. |
| /s/ Jung Yeon Son, Attorney-in-fact for Roelof Botha | 05/16/2024 | |
| ** 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 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). | ||
| 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. | ||