Silver Lake Group, L.L.C. Form 4 Unity Software / Egon Durban 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^*

Silver Lake Group, L.L.C.

(Last) (First) (Middle)

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK CA 94025

(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)
11/08/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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

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
2.00% Convertible Senior Notes due 2027	$48.89(7)	11/08/2022		A(1)		$376,000,000		(8)	(9)	Common Stock	7,690,177(10)	$376,000,000	$376,000,000	I	Held through SLP VI Union Holdings, L.P.(1)(2)(4)(6)
2.00% Convertible Senior Notes due 2027	$48.89(7)	11/08/2022		A(1)		$376,000,000		(8)	(9)	Common Stock	7,690,177(10)	$376,000,000	$376,000,000	I	Held through SLP VI Union Holdings II, L.P.(1)(3)(4)(6)
2.00% Convertible Senior Notes due 2027	$48.89(7)	11/08/2022		A(1)		$188,000,000		(8)	(9)	Common Stock	3,845,088(10)	$188,000,000	$188,000,000	I	Held through SLA Union Holdings L.P.(1)(5)(6)

1. Name and Address of Reporting Person^*

Silver Lake Group, L.L.C.

(Last) (First) (Middle)

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Durban Egon

(Last) (First) (Middle)

C/O SILVER LAKE

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

Explanation of Responses:

1. On July 13, 2022, affiliates of the Reporting Persons entered into an Investment Agreement (the "Investment Agreement") with Unity Software Inc. (the "Issuer"), pursuant to which, on November 8, 2022, SLP VI Union Holdings, L.P. ("SLP Union") purchased $376 million principal amount of the 2.00% Convertible Senior Notes due 2027 (the "Convertible Notes") of the Issuer, SLP VI Union Holdings II, L.P. ("SLP Union II") purchased $376 million principal amount of Convertible Notes and SLA Union Holdings, L.P. ("SLA Union") purchased $188 million principal amount of Convertible Notes under an indenture governing the Convertible Notes.

2. Represents Convertible Notes held by SLP Union. SLP VI Union GP, L.L.C. ("SLP Union GP") is the general partner of SLP Union.

3. Represents Convertible Notes held by SLP Union II. SLP VI Union GP II, L.L.C. ("SLP Union GP II") is the general partner of SLP Union II.

4. SLP VI Union Aggregator, L.P. ("SLP Aggregator") is the managing member of SLP Union GP and SLP Union GP II. SLP VI Aggregator GP, L.L.C. ("SLP VI GP") is the general partner of SLP Aggregator. Silver Lake Technology Associates VI, L.P. ("SLTA VI") is the managing member of SLP VI GP. SLTA VI (GP), L.L.C. ("SLTA VI GP") is the general partner of SLTA VI.

5. Represents Convertible Notes held by SLA Union. SLA Union GP, L.L.C. ("SLA Union GP") is the general partner of SLA Union. SLA Union Aggregator, L.P. ("SLA Aggregator") is the managing member of SLA Union GP. SL Alpine II Aggregator GP, L.L.C. ("SLA II GP") is the general partner of SLA Aggregator. Silver Lake Alpine Associates II, L.P. ("SLAA II") is the managing member of SLA II GP. SLAA II (GP), L.L.C. ("SLAA II GP") is the general partner of SLAA II.

6. Silver Lake Group, L.L.C. ("SLG") is the managing member of each of SLTA VI GP and SLAA II GP. Mr. Egon Durban serves as a member of the board of directors of the Issuer and as Co-CEO and a Managing Member of SLG. Each of SLP Union, SLP Union GP, SLP Union II, SLP Union GP II, SLP Aggregator, SLP VI GP, SLTA VI, SLTA VI GP, SLA Union, SLA Union GP, SLA Aggregator, SLA II GP, SLAA II, SLAA II GP and SLG may be deemed to be a director by deputization of the Issuer.

7. The initial Conversion Rate is equivalent to an initial conversion price of approximately $48.89 per share of Common Stock.

8. In accordance with the Investment Agreement, each of SLP Union, SLP Union II and SLA Union are restricted from converting the Convertible Notes prior to the earlier of (i) twelve months after the date of issuance and (ii) the consummation of a change of control of the Issuer or entry into a definitive agreement for a transaction that, if consummated, would result in a change of control, in each case, subject to certain exceptions.

9. The Convertible Notes mature on November 15, 2027, subject to earlier repurchase or conversion in accordance with their terms.

10. Upon conversion of the Convertible Notes, the Issuer will deliver, at its election, cash, shares of Common Stock or a combination thereof. This number represents the number of shares of Common Stock issuable upon conversion of the Convertible Notes if the Issuer elects to settle its conversion obligation solely through the delivery of shares of Common Stock by delivering a number of shares of Common Stock at the initial conversion rate of 20.4526 shares of Common Stock (the "Conversion Rate"), and cash in lieu of fractional shares of Common Stock, per $1,000 principal amount of Convertible Notes. The initial Conversion Rate is subject to adjustment from time to time upon the occurrence of certain customary events in accordance with the terms of an indenture governing the Convertible Notes.

Remarks:

Not included on this Form 4 are an aggregate of 34,984,419 shares of Common Stock held by SLG or its affiliated investment funds and additional shares of Common Stock held by Mr. Egon Durban or affiliated investment vehicles. The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. This filing shall not be deemed an admission that the Reporting Persons are beneficial owners of all securities covered by this filing for purposes of Section 16 of the Exchange Act or otherwise, or are subject to Section 16 of the Exchange Act, and each Reporting Person disclaims beneficial ownership of these securities, except to the extent of such Reporting Person's pecuniary interest therein, if any.

	By: /s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C.	11/10/2022
	/s/ Egon Durban	11/10/2022
	** Signature of Reporting Person	Date
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