Benchmark Founders' Fund VII Form 4 Uber / Capital Management Co. VII, L.L.C. Benchmark 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^*

Benchmark Capital Management Co. VII, L.L.C.

(Last) (First) (Middle)

2965 WOODSIDE ROAD

(Street)

WOODSIDE CA 94062

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Uber Technologies, Inc [ UBER ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
05/14/2019

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
Common Stock	05/14/2019		C		126,216,840	A	(1)	126,216,840	I	See footnotes(2)
Common Stock	05/14/2019		C		7,052,680	A	(1)	133,269,520	I	See footnotes(2)
Common Stock	05/14/2019		C		13,211,203	A	(1)	146,480,723	I	See footnotes(2)
Common Stock	05/14/2019		C		3,598,034	A	(1)	3,598,034	I	See footnotes(3)

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 A Preferred Stock	(1)	05/14/2019		C			126,216,840	(1)	(1)	Common Stock	126,216,840	$0.00	0	I	See footnotes(2)
Series B Preferred Stock	(1)	05/14/2019		C			7,052,680	(1)	(1)	Common Stock	7,052,680	$0.00	0	I	See footnotes(2)
Series Seed Preferred Stock	(1)	05/14/2019		C			13,211,203	(1)	(1)	Common Stock	13,211,203	$0.00	0	I	See footnotes(2)
Series C-1 Preferred Stock	(1)	05/14/2019		C			3,598,034	(1)	(1)	Common Stock	3,598,034	$0.00	0	I	See footnotes(3)

1. Name and Address of Reporting Person^*

Benchmark Capital Management Co. VII, L.L.C.

(Last) (First) (Middle)

2965 WOODSIDE ROAD

(Street)

WOODSIDE CA 94062

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Benchmark Founders Fund VI-B, L.P.

(Last) (First) (Middle)

2965 WOODSIDE ROAD

(Street)

WOODSIDE 94062

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Benchmark Capital Partners VII, L.P.

(Last) (First) (Middle)

2965 WOODSIDE ROAD

(Street)

WOODSIDE CA 94062

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Benchmark Founders' Fund VII, L.P.

(Last) (First) (Middle)

2965 WOODSIDE ROAD

(Street)

WOODSIDE CA 94062

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Benchmark Founders' Fund VII-B, L.P.

(Last) (First) (Middle)

2965 WOODSIDE ROAD

(Street)

WOODSIDE CA 94062

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Benchmark Capital Management Co. VI, L.L.C.

(Last) (First) (Middle)

2965 WOODSIDE ROAD

(Street)

WOODSIDE CA 94062

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BENCHMARK CAPITAL PARTNERS VI LP

(Last) (First) (Middle)

2965 WOODSIDE ROAD

(Street)

WOODSIDE CA 94062

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BENCHMARK FOUNDERS FUND VI LP

(Last) (First) (Middle)

2965 WOODSIDE ROAD

(Street)

WOODSIDE CA 94062

(City) (State) (Zip)

Explanation of Responses:

1. All Series of convertible Preferred Stock automatically converted into shares of the Company's Common Stock on a 1-for-1 basis, without payment or further consideration, immediately prior to the consummation of the Company's initial public offering.

2. The shares are held by Benchmark Capital Partners VII, L.P. ("BCP VII"), as nominee for Benchmark Founders' Fund VII, L.P. (BFF VII"), Benchmark Founders' Fund VII-B, L.P. ("BFF VII-B") and related persons. Benchmark Capital Management Co. VII LLC ("BCMC VII"), the general partner of each of BCP VII, BFF VII and BFF VII-B, may be deemed to have sole voting and dispositive power over such shares. Matthew R. Cohler, Bruce W. Dunlevie, Peter H. Fenton, J. William Gurley, Kevin R. Harvey, Mitchell H. Lasky and Steven M. Spurlock, the managing members of BCMC VII, may be deemed to share voting and dispostive power over these shares beneficially held by such entities. Each such person and entity disclaims the existence of a "group" and disclaims beneficial ownership of any securities, except to the extent of such person's or entity's pecuniary interest in such securities.

3. The shares are held by Benchmark Capital Partners VI, L.P. ("BCP VI"), as nominee for Benchmark Founders' Fund VI, L.P. ("BFF VI"), Benchmark Founders' Fund VI-B, L.P. ("BFF VI-B") and related persons. Benchmark Capital Management Co. VI, L.L.C. ("BCMC VI"), the general partner of each of BCP VI, BFF VI and BFF VI-B, may be deemed to have sole voting and dispositive power over such shares. Alexandre Balkanski, Matthew R. Cohler, Bruce W. Dunlevie, Peter H. Fenton, J. William Gurley, Kevin R. Harvey, Robert C. Kagle, Mitchell H. Lasky and Steven M. Spurlock, the managing members of BCMC VI, may be deemed to share voting and dispositive power over these shares beneficially held by such entities. Each such person and entity disclaims the existence of a "group" and disclaims beneficial ownership of any securities, except to the extent of such person or entity's pecuniary interest in such securities.

Remarks:

This report is one of three reports, each on a separate Form 4, but relating to the same transactions being filed by entities affiliated with Benchmark and their applicable members.

	/s/ Steven M. Spurlock, as Managing Member of Benchmark Capital Management Co. VII, L.L.C.	05/15/2019
	/s/ Steven M. Spurlock, as Managing Member of Benchmark Capital Management Co. VII, L.L.C.	05/15/2019
	/s/ Steven M. Spurlock, as Managing Member of Benchmark Capital Management Co. VII, L.L.C.	05/15/2019
	/s/ Steven M. Spurlock, as Managing Member of Benchmark Capital Management Co. VII, L.L.C.	05/15/2019
	/s/ Steven M. Spurlock, as Managing Member of Benchmark Capital Management Co. VII, L.L.C.	05/15/2019
	/s/ Steven M. Spurlock, as Managing Member of Benchmark Capital Management Co. VII, L.L.C.	05/15/2019
	/s/ Steven M. Spurlock, as Managing Member of Benchmark Capital Management Co. VII, L.L.C.	05/15/2019
	/s/ Steven M. Spurlock, as Managing Member of Benchmark Capital Management Co. VII, L.L.C.	05/15/2019
	** Signature of Reporting Person	Date
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