Dovrat Shlomo Form 4 Unity Software / Shlomo Dovrat ownership change

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^*

Dovrat Shlomo

(Last) (First) (Middle)

C/O UNITY SOFTWARE INC.

30 3RD STREET

(Street)

SAN FRANCISCO CA 94103

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
05/22/2023

4. 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 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	05/22/2023		J(1)		2,487,409	D	$0(1)	5,508,205	I	By Viola Ventures III, L.P.(2)
Common Stock	05/22/2023		S		12,591	D	$30.1	5,495,614	I	By Viola Ventures III, L.P.(2)
Common Stock	05/22/2023		J(3)		630,013	A	$0(3)	630,013	I	By Viola Ventures GP 3 Ltd.(4)
Common Stock	05/23/2023		S		159,673	D	$28.37	470,340	I	By Viola Ventures GP 3 Ltd.(4)
Common Stock	05/23/2023		J(5)		465,327	D	$0(5)	5,013	I	By Viola Ventures GP 3 Ltd.(4)
Common Stock	05/22/2023		J(6)		65,087	A	$0(6)	65,087	I	By VPartners III (Cayman), L.P.(7)
Common Stock	05/22/2023		J(8)		46,675	A	$0(8)	46,675	I	By VPartners III (Israel), L.P.(9)
Common Stock	05/23/2023		J(10)		89,188	A	$0(10)	105,330(11)	D

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 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. The transaction reported in this row consists of the distribution in kind, without consideration, by Viola Ventures III, L.P. ("Viola Ventures III") of 2,487,409 shares of common stock, par value $0.000005 per share, of the Issuer ("Common Stock") to its partners.

2. The shares of Common Stock reported in this row are held directly by Viola Ventures III, L.P. Viola Ventures GP 3 Ltd. ("Viola Ventures GP") is the sole general partner of Viola Ventures III. Shlomo Dovrat is a director of Viola Ventures GP, and in such capacity possesses voting power and dispositive power on behalf of Viola Ventures III with respect to securities held by it. Mr. Dovrat disclaims beneficial ownership of shares of Common Stock held by Viola Ventures III except to the extent of his pecuniary interest therein.

3. The transaction reported in this row consists of the receipt by Viola Ventures GP of 630,013 shares of Common Stock, in the aggregate, from Viola Ventures III (625,000 shares as carried interest and 5,013 shares as a limited partner of Viola Ventures III). Viola Ventures GP received these shares as part of the distribution in kind by Viola Ventures III that is reported in the first row of this table.

4. The shares of Common Stock reported in this row are held directly by Viola Ventures GP. Shlomo Dovrat is a director of Viola Ventures GP, and in such capacity possesses voting power and dispositive power on behalf of Viola Ventures GP with respect to securities held by it. Mr. Dovrat disclaims beneficial ownership of shares of Common Stock held by Viola Ventures GP except to the extent of his pecuniary interest therein.

5. The transaction reported in this row consists of the distribution in kind, without consideration, by Viola Ventures GP of 465,327 shares of Common Stock, in the aggregate, to persons and entities entitled to participate in the carried interest that Viola Ventures GP received from Viola Ventures III.

6. The transaction reported in this row consists of the receipt by VPartners III (Cayman), L.P. in respect of its limited partnership interest in Viola Ventures III, of 65,087 shares of Common Stock via the distribution in kind by Viola Ventures III that is reported in the first row of this table.

7. The shares of Common Stock reported in this row are held directly by VPartners III (Cayman), L.P. Shlomo Dovrat is a director of the general partner of the general partner of VPartners III (Cayman), L.P. and in such capacity possesses voting power and dispositive power on behalf of VPartners III (Cayman), L.P. with respect to securities held by it. Mr. Dovrat disclaims beneficial ownership of shares of Common Stock held by VPartners III (Cayman), L.P. except to the extent of his pecuniary interest therein.

8. The transaction reported in this row consists of the receipt by VPartners III (Israel), L.P. in respect of its limited partnership interest in Viola Ventures III, of 46,675 shares of Common Stock via the distribution in kind by Viola Ventures III that is reported in the first row of this table.

9. The shares of Common Stock reported in this row are held directly by VPartners III (Israel), L.P. Shlomo Dovrat is a director of the general partner of the general partner of VPartners III (Israel), L.P. and in such capacity possesses voting power and dispositive power on behalf of VPartners III (Israel), L.P. with respect to securities held by it. Mr. Dovrat disclaims beneficial ownership of shares of Common Stock held by VPartners III (Israel), L.P. except to the extent of his pecuniary interest therein.

10. The transaction reported in this row consists of the receipt by Shlomo Dovrat, in respect of his participation in the carried interest paid by Viola Ventures III to Viola Ventures GP, of 89,188 shares of Common Stock via the distribution in kind by Viola Ventures GP of those shares (which shares were among the 465,327 shares distributed by Viola Ventures GP in respect of carried interest, as described in footnote (5) above).

11. Includes 16,142 shares of Common Stock underlying restricted stock units ("RSUs") granted to the Reporting Person. These RSUs vest in equal quarterly installments over a three-year period beginning on November 7, 2022, such that on November 7, 2025, such RSUs will be 100% vested, subject to the Reporting Person's continued service through the vesting period.

	/s/ Shlomo Dovrat	05/24/2023
	** Signature of Reporting Person	Date
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