D1 Capital Partners Form 3 Maplebear / Daniel S. Sundheim 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^*

D1 Capital Partners L.P.

(Last)

(First)

(Middle)

9 WEST 57TH STREET

36TH FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/18/2023

3. Issuer Name and Ticker or Trading Symbol
Maplebear Inc. [ CART ]

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

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

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	1,928,477	I	See footnotes⁽¹⁾⁽²⁾
Non-Voting Common Stock	100,747	I	See footnotes⁽¹⁾⁽²⁾

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	⁽³⁾	⁽³⁾	Common Stock	4,929,074	⁽³⁾	I	See footnotes⁽¹⁾⁽²⁾
Series C Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	1,126,930	⁽³⁾	I	See footnotes⁽¹⁾⁽²⁾
Series D Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	1,079,905	⁽³⁾	I	See footnotes⁽¹⁾⁽²⁾
Series F Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	26,017,127	⁽³⁾	I	See footnotes⁽¹⁾⁽²⁾
Series G Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	1,039,675	⁽³⁾	I	See footnotes⁽¹⁾⁽²⁾
Series H Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	500,000	⁽³⁾	I	See footnotes⁽¹⁾⁽²⁾
Series I Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	120,000	⁽³⁾	I	See footnotes⁽¹⁾⁽²⁾

1. Name and Address of Reporting Person^*

D1 Capital Partners L.P.

(Last)

(First)

(Middle)

9 WEST 57TH STREET

36TH FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Sundheim Daniel S.

(Last)

(First)

(Middle)

C/O D1 CAPITAL PARTNERS L.P.

9 WEST 57TH STREET, 36TH FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

Explanation of Responses:

1. This statement is filed by D1 Capital Partners L.P. (the "Investment Manager") and Daniel Sundheim ("Mr. Sundheim"). The foregoing persons are hereinafter sometimes referred to as the "Reporting Persons." The Investment Manager is a registered investment adviser and serves as the investment manager of private investment vehicles and accounts, including D1 Iconoclast Holdings LP ("D1 Iconoclast") and D1 Master Holdco I LLC ("D1 Master Holdco"), and as an investment consultant to certain private investment vehicles and accounts, including GCM Grosvenor IC SPV, LLC ("GCM IC") and GCM Grosvenor IC SPV 2, LLC ("GCM IC 2") and may be deemed to beneficially own the securities held by D1 Iconoclast, D1 Master Holdco, GCM IC, and GCM IC 2. Mr. Sundheim may be deemed to beneficially own the reported securities by virtue of the fact that Mr. Sundheim indirectly controls the Investment Manager.

2. The filing of this statement should not be construed as an admission that any Reporting Person is, for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the beneficial owner of the securities reported except to the extent of its pecuniary interest therein.

3. The preferred stock is convertible into shares of common stock on a one-for one-one basis, at the holder's election, and will automatically convert into shares of the Issuer's common stock upon the closing of the initial public offering pursuant to their terms. The preferred stock has no expiration date.

Remarks:

The Investment Manager may be deemed to be a director by deputization for purposes of Section 16 under the Securities Exchange Act of 1934 by virtue of the fact that Mr. Sundheim currently serves on the board of directors of the Issuer.

	D1 Capital Partners, L.P., by: /s/ Amanda Hector, General Counsel and Chief Compliance Officer	09/18/2023
	/s/ Daniel S. Sundheim	09/18/2023
	** 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).
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D1 Capital Partners Form 3Maplebear / Daniel S. Sundheim ownership change