| 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 |
|
|||||||||||||||
| 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*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
Unity Software Inc. [ U ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 05/15/2024 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
|||||||||||||||||||||||||
| 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 | 05/15/2024 | A | 1,036,055(1) | A | $0 | 1,036,055 | 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 | ||||||||
| Stock Option (Right to Buy) | $22.38 | 05/15/2024 | A | 1,000,000 | (2) | 05/14/2034 | Common Stock | 1,000,000 | $0 | 1,000,000 | D | ||||
| Stock Option (Right to Buy) | $22.38 | 05/15/2024 | A | 1,000,000 | (3)(4)(5) | 05/14/2034 | Common Stock | 1,000,000 | $0 | 2,000,000 | D | ||||
| Explanation of Responses: |
| 1. Represents restricted stock units granted to the Reporting Person. The shares subject to this award shall vest 25% on May 15, 2025, and 25% shall vest annually thereafter, subject to the Reporting Person's continuous service through the vesting period. |
| 2. The shares subject to this award shall vest 25% annually starting on May 15, 2025 and 6.25% quarterly thereafter, subject to the Reporting Person's continuous service through the vesting period. |
| 3. The shares subject to this award will vest during a six-year performance period beginning on May 15, 2024 and ending on May 15, 2030 (the "Performance Period") and will be divided into four vesting tranches, each covering 25% of the total shares subject to the award. Each vesting tranche is subject to satisfaction of a continued service requirement and a stock price hurdle. The vesting date for a particular vesting tranche will be the date that both the applicable continued service requirement and the applicable stock price hurdle are satisfied with respect to such vesting tranche. |
| 4. (Continued from Footnote 3) For the continued service requirement to be satisfied with respect to a particular vesting tranche, the Reporting Person must remain in continuous service through the applicable end date for such vesting tranche as follows: (i) May 15, 2025 for the first vesting tranche, (ii) May 15, 2026 for the second vesting tranche, (iii) May 15, 2027 for the third vesting tranche, and (iv) May 15, 2028 for the fourth vesting tranche. The stock price hurdle for a particular vesting tranche will be satisfied if during the Performance Period, the volume-weighted average trading price of Issuer's common stock on the New York Stock Exchange equals or exceeds the applicable stock price hurdle for such vesting tranche for a period of 60 consecutive calendar days. |
| 5. (Continued from Footnote 4) The stock price hurdles are as follows: (i) $35.00 with respect to the fist vesting tranche, (ii) $50.00 with respect to the second vesting tranche, (iii) $60.00 with respect to the third vesting tranche and (iv) $75.00 with respect to the fourth vesting tranche. |
| Remarks: |
| /s/ Nora Go, Attorney-in-fact | 05/15/2024 | |
| ** 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 4 (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. | ||
