Barry Schuler Form 4 Unity Software / Barry Schuler 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^*

Schuler Barry

(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)
09/22/2020

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	09/22/2020		C		5,783,690	A	(1)	5,867,952	I	See footnote(2)(3)(4)(5)(6)
Common Stock	09/22/2020		C		2,340,232	A	(1)	8,208,184	I	See footnote(3)(4)(5)(6)(7)
Common Stock	09/22/2020		C		519,687	A	(1)	8,727,871	I	See footnote(3)(4)(5)(6)(8)
Common Stock								14,016	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
Series C Preferred Stock	(1)	09/22/2020		C			5,783,690	(1)	(1)	Common Stock	5,783,690	$0.00	0	I	See footnote(9)
Series D Preferred Stock	(1)	09/22/2020		C			2,340,232	(1)	(1)	Common Stock	2,340,232	$0.00	0	I	See footnote(10)
Series E Preferred Stock	(1)	09/22/2020		C			519,687	(1)	(1)	Common Stock	519,687	$0.00	0	I	See footnote(11)

Explanation of Responses:

1. Each share of Series C Preferred Stock, Series D-1 Preferred Stock and Series E Preferred Stock converted into one share of common stock immediately prior to the closing of the Issuer's initial public offering. The shares had no expiration date.

2. Includes 4,007,674 shares owned directly by DFJ Growth 2013, L.P., 224,294 shares owned directly by DFJ Growth 2013 Parallel Fund, LLC, 1,551,722 shares owned directly by DFJ Growth Unity Investors, L.P., 80,302 shares owned directly by DFJ Growth III, L.P. and 3,960 shares owned directly by DFJ Growth III Parallel Fund, LLC.

3. DFJ Growth 2013 Partners, LLC, the general partner of DFJ Growth 2013, L.P., may be deemed to have sole voting, investment and dispositive power over the shares held by DFJ Growth 2013, L.P., and Mark Bailey, John Fisher, Randall Glein, and Barry Schuler, the managing members of DFJ Growth 2013 Partners, LLC, may be deemed to have shared voting, investment and dispositive power over such shares. Such individuals and entities disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

4. Mark Bailey, John Fisher, Randall Glein, and Barry Schuler, the voting members of DFJ Growth 2013 Parallel Fund, LLC, may be deemed to have shared voting, investment and dispositive power over the shares held by DFJ Growth 2013 Parallel Fund, LLC. Such individuals disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

5. DFJ Growth III Partners, LLC, the general partner of DFJ Growth III, L.P., may be deemed to have sole voting, investment and dispositive power over the shares held by DFJ Growth III, L.P., and Mark Bailey, John Fisher, Randall Glein, and Barry Schuler, the managing members of DFJ Growth III Partners, LLC may be deemed to have shared voting, investment and dispositive power over such shares. Such individuals and entities disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

6. Mark Bailey, John Fisher, Randall Glein, and Barry Schuler, the voting members of DFJ Growth III Parallel Fund, LLC, may be deemed to have shared voting, investment and dispositive power over the shares held by DFJ Growth III Parallel Fund, LLC. Such individuals disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

7. Includes 4,522,722 shares owned directly by DFJ Growth 2013, L.P., 253,119 shares owned directly by DFJ Growth 2013 Parallel Fund, LLC, 1,692,450 shares owned directly by DFJ Growth Unity Investors, L.P., 1,658,119 shares owned directly by DFJ Growth III, L.P. and 81,774 shares owned directly by DFJ Growth III Parallel Fund, LLC.

8. Includes 4,522,722 shares owned directly by DFJ Growth 2013, L.P., 253,119 shares owned directly by DFJ Growth 2013 Parallel Fund, LLC, 1,692,450 shares owned directly by DFJ Growth Unity Investors, L.P., 2,153,381 shares owned directly by DFJ Growth III, L.P. and 106,199 shares owned directly by DFJ Growth III Parallel Fund, LLC.

9. The shares were held by DFJ Growth 2013, L.P., DFJ Growth 2013 Parallel Fund, LLC and DFJ Growth Unity Investors, L.P.

10. The shares were held by DFJ Growth 2013, L.P., DFJ Growth 2013 Parallel Fund, LLC, DFJ Growth Unity Investors, L.P., DFJ Growth III, L.P. and DFJ Growth III Parallel Fund, LLC.

11. The shares were held by DFJ Growth III, L.P. and DFJ Growth III Parallel Fund, LLC.

Remarks:

	/s/ Eric Steiner, Attorney-in-fact	09/22/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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