SC Us (TTGP) Form 3 Unity Software / CAPITAL XII A DELAWARE L P SEQUOIA ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

SC US (TTGP), LTD.

(Last)

(First)

(Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/17/2020

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

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	3,909,607	I	Sequoia Capital Global Growth Fund III - Endurance Partners, L.P.⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	9,289,278	I	Sequoia Capital Global Growth Fund, L.P.⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	269,560	I	Sequoia Capital Global Growth Principals Fund, L.P.⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	6,016,318	I	Sequoia Capital U.S. Growth Fund VI, L.P.⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	301,354	I	Sequoia Capital U.S. Growth VI Principals Fund, L.P.⁽²⁾⁽³⁾⁽⁴⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	2,027,400	⁽¹⁾	I	Sequoia Capital XII Principals Fund, LLC⁽²⁾⁽³⁾⁽⁴⁾
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	18,969,380	⁽¹⁾	I	Sequoia Capital XII, L.P.⁽²⁾⁽³⁾⁽⁴⁾
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	709,810	⁽¹⁾	I	Sequoia Technology Partners XII, L.P.⁽²⁾⁽³⁾⁽⁴⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	2,005,056	⁽¹⁾	I	Sequoia Capital Global Growth Fund, L.P.⁽²⁾⁽³⁾⁽⁴⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	58,183	⁽¹⁾	I	Sequoia Capital Global Growth Principals Fund, L.P.⁽²⁾⁽³⁾⁽⁴⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	260,920	⁽¹⁾	I	Sequoia Capital XII Principals Fund, LLC⁽²⁾⁽³⁾⁽⁴⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	2,441,320	⁽¹⁾	I	Sequoia Capital XII, L.P.⁽²⁾⁽³⁾⁽⁴⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	91,350	⁽¹⁾	I	Sequoia Technology Partners XII, L.P.⁽²⁾⁽³⁾⁽⁴⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	996,184	⁽¹⁾	I	Sequoia Capital Global Growth Fund, L.P.⁽²⁾⁽³⁾⁽⁴⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	28,908	⁽¹⁾	I	Sequoia Capital Global Growth Principals Fund, L.P.⁽²⁾⁽³⁾⁽⁴⁾
Series D-1 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	5,730,132	⁽¹⁾	I	Sequoia Capital Global Growth Fund III - Endurance Partners, L.P.⁽²⁾⁽³⁾⁽⁴⁾
Series E Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	4,351,309	⁽¹⁾	I	Sequoia Capital Global Growth Fund III - Endurance Partners, L.P.⁽²⁾⁽³⁾⁽⁴⁾

1. Name and Address of Reporting Person^*

SC US (TTGP), LTD.

(Last)

(First)

(Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SEQUOIA CAPITAL XII PRINCIPALS FUND LLC

(Last)

(First)

(Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SEQUOIA CAPITAL XII A DELAWARE L P

(Last)

(First)

(Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SEQUOIA TECHNOLOGY PARTNERS XII A DELAWARE L P

(Last)

(First)

(Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

LEONE DOUGLAS M

(Last)

(First)

(Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

GOETZ JAMES J

(Last)

(First)

(Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Explanation of Responses:

1. The Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D-1 Preferred Stock and Series E Preferred Stock are convertible into shares of common stock on a 1:1 basis and have no expiration date. Immediately prior to the consummation of the Issuer's initial public offering, all shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D-1 Preferred Stock and Series E Preferred Stock will automatically convert into shares of common stock of the Issuer.

2. 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). As a result, SC US (TTGP), Ltd. may be deemed to share voting and dispositive power with respect to the shares held by GGF III, the GFVI Funds, and the GGF Funds.

3. (Continued from Footnote 2) SC XII Management, LLC is the general partner of each of Sequoia Capital XII, L.P. (XII) and Sequoia Technology Partners XII, L.P. (STP XII), and the managing member of Sequoia Capital XII Principals Fund, LLC (XII PF) (collectively the XII Funds). As a result, and by virtue of the relationships described in this paragraph, SC XII Management, LLC may be deemed to share beneficial ownership with respect to the shares held by the XII Funds. In addition, the directors and stockholders of SC US (TTGP), Ltd. who exercise voting and investment discretion with respect to the GGF Funds are Douglas Leone and James Goetz, and the directors and stockholders of SC US (TTGP), Ltd. who exercise voting and investment discretion with respect to GGF III are Douglas Leone and Roelof Botha.

4. (Continued from Footnote 3) By virtue of the relationships described in this paragraph, Douglas Leone and James Goetz may be deemed to share voting and dispositive power with respect to the shares held by the GGF Funds, and Douglas Leone and Roelof Botha may be deemed to share voting and dispositive power with respect to the shares held by GGF III. Each of the reporting persons disclaims beneficial ownership of the shares held by the XII Funds, the GFVI Funds, the GGF Funds, and GGF III, as applicable, except to the extent of his or its 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.

Remarks:

Form 2 of 2

	By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC XII Management, LLC, the General Partner of Sequoia Technology Partners XII, L.P.	09/17/2020
	By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC XII Management, LLC, the General Partner of Sequoia Capital XII, L.P.	09/17/2020
	By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC XII Management, LLC, the Managing Member of Sequoia Capital XII Principals Fund, LLC	09/17/2020
	By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone	09/17/2020
	By: /s/ Jung Yeon Son, by power of attorney for James Goetz	09/17/2020
	** 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 5 (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.
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SC Us (TTGP) Form 3Unity Software / CAPITAL XII A DELAWARE L P SEQUOIA ownership change