| 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*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 04/20/2021 | 3. Issuer Name and Ticker or Trading Symbol UiPath, Inc. [ PATH ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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) |
| 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) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Series A-1 Preferred Stock | (1) | (1) | Class A Common Stock | 58,774,710 | (1) | D(2) | |
| Series B-1 Preferred Stock | (1) | (1) | Class A Common Stock | 2,570,880 | (1) | D(2) | |
| Series B-2 Preferred Stock | (1) | (1) | Class A Common Stock | 762,570 | (1) | D(2) | |
| Series E Preferred Stock | (1) | (1) | Class A Common Stock | 24,186 | (1) | D(2) | |
| Series A-1 Preferred Stock | (1) | (1) | Class A Common Stock | 895,290 | (1) | I | By Accel London V Strategic Partners L.P.(2) |
| Series B-1 Preferred Stock | (1) | (1) | Class A Common Stock | 39,150 | (1) | I | By Accel London V Strategic Partners L.P.(2) |
| Series B-2 Preferred Stock | (1) | (1) | Class A Common Stock | 11,610 | (1) | I | By Accel London V Strategic Partners L.P.(2) |
| Series E Preferred Stock | (1) | (1) | Class A Common Stock | 368 | (1) | I | By Accel London V Strategic Partners L.P.(2) |
| Series A-1 Preferred Stock | (1) | (1) | Class A Common Stock | 5,678,790 | (1) | I | By Accel London Investors 2016 L.P.(3) |
| Series B-1 Preferred Stock | (1) | (1) | Class A Common Stock | 248,400 | (1) | I | By Accel London Investors 2016 L.P.(3) |
| Series B-2 Preferred Stock | (1) | (1) | Class A Common Stock | 73,680 | (1) | I | By Accel London Investors 2016 L.P.(3) |
| Series E Preferred Stock | (1) | (1) | Class A Common Stock | 2,337 | (1) | I | By Accel London Investors 2016 L.P.(3) |
| Series B-1 Preferred Stock | (1) | (1) | Class A Common Stock | 20,642,310 | (1) | I | By Accel Growth Fund IV L.P.(4) |
| Series B-2 Preferred Stock | (1) | (1) | Class A Common Stock | 6,122,730 | (1) | I | By Accel Growth Fund IV L.P.(4) |
| Series C-1 Preferred Stock | (1) | (1) | Class A Common Stock | 827,211 | (1) | I | By Accel Growth Fund IV L.P.(4) |
| Series C-2 Preferred Stock | (1) | (1) | Class A Common Stock | 660,711 | (1) | I | By Accel Growth Fund IV L.P.(4) |
| Series D-1 Preferred Stock | (1) | (1) | Class A Common Stock | 185,880 | (1) | I | By Accel Growth Fund IV L.P.(4) |
| Series D-2 Preferred Stock | (1) | (1) | Class A Common Stock | 31,212 | (1) | I | By Accel Growth Fund IV L.P.(4) |
| Series B-1 Preferred Stock | (1) | (1) | Class A Common Stock | 117,450 | (1) | I | By Accel Growth Fund IV Strategic Partners L.P.(4) |
| Series B-2 Preferred Stock | (1) | (1) | Class A Common Stock | 34,830 | (1) | I | By Accel Growth Fund IV Strategic Partners L.P.(4) |
| Series C-1 Preferred Stock | (1) | (1) | Class A Common Stock | 4,707 | (1) | I | By Accel Growth Fund IV Strategic Partners L.P.(4) |
| Series C-2 Preferred Stock | (1) | (1) | Class A Common Stock | 3,759 | (1) | I | By Accel Growth Fund IV Strategic Partners L.P.(4) |
| Series D-1 Preferred Stock | (1) | (1) | Class A Common Stock | 1,056 | (1) | I | By Accel Growth Fund IV Strategic Partners L.P.(4) |
| Series D-2 Preferred Stock | (1) | (1) | Class A Common Stock | 177 | (1) | I | By Accel Growth Fund IV Strategic Partners L.P.(4) |
| Series B-1 Preferred Stock | (1) | (1) | Class A Common Stock | 987,330 | (1) | I | By Accel Growth Fund Investors 2016 L.L.C.(5) |
| Series B-2 Preferred Stock | (1) | (1) | Class A Common Stock | 292,860 | (1) | I | By Accel Growth Fund Investors 2016 L.L.C.(5) |
| Series C-1 Preferred Stock | (1) | (1) | Class A Common Stock | 39,564 | (1) | I | By Accel Growth Fund Investors 2016 L.L.C.(5) |
| Series C-2 Preferred Stock | (1) | (1) | Class A Common Stock | 31,602 | (1) | I | By Accel Growth Fund Investors 2016 L.L.C.(5) |
| Series D-1 Preferred Stock | (1) | (1) | Class A Common Stock | 8,889 | (1) | I | By Accel Growth Fund Investors 2016 L.L.C.(5) |
| Series D-2 Preferred Stock | (1) | (1) | Class A Common Stock | 1,494 | (1) | I | By Accel Growth Fund Investors 2016 L.L.C.(5) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Each share of Series A-1 Preferred Stock, Series B-1 Preferred Stock, Series B-2 Preferred Stock, Series C-1 Preferred Stock, Series C-2 Preferred Stock, Series D-1 Preferred Stock, Series D-2 Preferred Stock and Series E Preferred Stock will automatically convert into one share of Class A Common Stock immediately prior to the closing of the Issuer's IPO, and has no expiration date. |
| 2. These shares are held by Accel London V L.P. Accel London V Associates L.L.C., or ALA L.L.C., is the General Partner of Accel London V Associates L.P., which is the general partner of each of Accel London V L.P., and Accel London V Strategic Partners L.P. ALA L.L.C. has sole voting and investment power. Philippe Botteri, Hendrik Nelis, and Sonali de Rycker are the managers of ALA L.L.C. and share such powers. Such managers disclaim beneficial ownership except to the extent of their pecuniary interest therein. |
| 3. ALA L.L.C. is the General Partner of Accel London Investors 2016 L.P. and has sole voting and investment power. Philippe Botteri, Hendrik Nelis, and Sonali de Rycker are the managers of ALA L.L.C. and share such powers. Such managers disclaim beneficial ownership except to the extent of their pecuniary interest therein. |
| 4. Accel Growth Fund IV Associates L.L.C., or AGF4A, is the General Partner of both Accel Growth Fund IV L.P. and Accel Growth Fund IV Strategic Partners L.P., and has sole voting and investment power. Andrew G. Braccia, Sameer K. Gandhi, Ping Li, Tracy L. Sedlock, Ryan J. Sweeney, and Richard P. Wong are the Managing Members of AGF4A and share such powers. Such managers disclaim beneficial ownership except to the extent of their pecuniary interest therein. |
| 5. Andrew G. Braccia, Sameer K. Gandhi, Ping Li, Tracy L. Sedlock, Ryan J. Sweeney, and Richard P. Wong are the Managing Members of Accel Growth Fund Investors 2016 L.L.C. and share the voting and investment powers. Such managers disclaim beneficial ownership except to the extent of their pecuniary interest therein. |
| Remarks: |
| Exhibit 24 - Power of Attorney This Form 3 is the first of two Form 3s filed relating to the same event. Combined, the two reports report the holdings for the following reporting persons: Accel London V L.P., Accel London V Strategic Partners L.P., Accel London Investors 2016 L.P., Accel London V Associates L.P., Accel London V Associates L.L.C., Accel Leaders Fund L.P., Accel Leaders Fund Associates L.L.C., Accel Leaders Fund Investor 2016 L.L.C., Accel Growth Fund IV, L.P., Accel Growth Fund IV Strategic Partners L.P., Accel Growth Fund IV Associates L.L.C. and Accel Growth Fund Investors 2016 L.L.C. This Form 3 has been split into two filings because there are more than 10 reporting persons in total, and the SEC's EDGAR filing system limits a single Form 3 to a maximum of 10 reporting persons and 30 reportable holdings. Each Form 3 is filed by designated filer Accel London V L.P. |
| /s/ Tracy L. Sedlock, as Attorney-in-Fact, for Accel London V L.P. | 04/20/2021 | |
| /s/ Tracy L. Sedlock, as Attorney-in-Fact, for Accel London V Strategic Partners L.P. | 04/20/2021 | |
| /s/ Tracy L. Sedlock, as Attorney-in-Fact, for Accel London Investors 2016 L.P. | 04/20/2021 | |
| /s/ Tracy L. Sedlock, as Attorney-in-Fact, for Accel London V Associates L.P. | 04/20/2021 | |
| /s/ Tracy L. Sedlock, as Attorney-in-Fact, for Accel London V Associates L.L.C. | 04/20/2021 | |
| /s/ Tracy L. Sedlock, as Attorney-in-Fact, for Accel Growth Fund IV L.P. | 04/20/2021 | |
| /s/ Tracy L. Sedlock, as Attorney-in-Fact, for Accel Growth Fund IV Strategic Partners L.P. | 04/20/2021 | |
| /s/ Tracy L. Sedlock, as Attorney-in-Fact, for Accel Growth Fund IV Associates L.L.C. | 04/20/2021 | |
| /s/ Trach L. Sedlock, as Attorney-in-Fact, for Accel Growth Fund Investors 2016 L.L.C. | 04/20/2021 | |
| ** 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. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
