Unity Software (U) Form 4 Unity Software / ROELOF BOTHA 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^*

BOTHA ROELOF

(Last) (First) (Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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	03/01/2024		J(1)		4,501,182	D	$0	4,501,181	I	Sequoia Capital Global Growth Fund III - Endurance Partners, L.P.(2)(3)
Common Stock	03/01/2024		J(1)		3,009,638	D	$0	6,019,273	I	Sequoia Capital XII, L.P.(2)(3)
Common Stock	03/01/2024		J(1)		457,664	D	$0	915,328	I	Sequoia Capital XII Principals Fund, LLC(2)(3)
Common Stock	03/01/2024		J(1)		160,232	D	$0	320,464	I	Sequoia Technology Partners XII, L.P.(2)(3)
Common Stock	03/01/2024		J(1)		1,966,834	D	$0	3,933,670	I	Sequoia Capital Global Growth Fund, L.P.(2)(3)
Common Stock	03/01/2024		J(1)		71,330	D	$0	142,661	I	Sequoia Capital Global Growth Principals Fund, L.P.(2)(3)
Common Stock	03/01/2024		J(1)		1,684,940	D	$0	1,684,939	I	Sequoia Capital U.S. Growth Fund VI, L.P.(2)(3)
Common Stock	03/01/2024		J(1)		120,542	D	$0	120,542	I	Sequoia Capital U.S. Growth VI Principals Fund, L.P.(2)(3)
Common Stock	03/01/2024		J(1)		8,613,477	A	$0	16,051,489	I	Sequoia Capital Fund, LP(4)
Common Stock	03/01/2024		J(1)		848,512	A	$0	2,235,363	I	Sequoia Capital Fund Parallel, LLC(4)
Common Stock	03/01/2024		J(1)		616,325	D	$0	777,578	I	By Sequoia Grove II, LLC(5)
Common Stock	03/01/2024		J(1)		146,342	D	$0	963,267	I	By estate planning vehicle
Common Stock	03/04/2024		J(1)		94,063	D	$0	2,141,300	I	Sequoia Capital Fund Parallel, LLC(4)
Common Stock								33,733	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

Explanation of Responses:

1. Represents a pro rata in-kind distribution of shares of Common Stock of the Issuer to partners or members for no consideration and includes subsequent distributions by general partners or managing members to their respective partners or members and, in certain cases, the contribution by such partners or members to the applicable recipient fund.

2. The Reporting Person is a director and stockholder of SC US (TTGP), Ltd. 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). The Reporting Person is a managing member of SC XII Management, LLC, which is the general partner of each of Sequoia Capital XII, L.P. (XII) and Sequoia Technology Partners XII, L.P. (STP XII),

3. (continued from footnote2) and the managing member of Sequoia Capital XII Principals Fund, LLC (XII PF) (collectively the XII Funds). The Reporting Person disclaims beneficial ownership of the securities included in this report, except to the extent of his 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.

4. The Reporting Person is a director and stockholder of SC US (TTGP), Ltd. SC US (TTGP), Ltd. is (i) the general partner of Sequoia Capital Fund Management, L.P., which is the general partner of Sequoia Capital Fund, LP (SCF) and the managing member of Sequoia Capital Fund Parallel, LLC (SCFP). As a result, the Reporting Person may be deemed to share voting and dispositive power with respect to the shares held by SCF and SCFP. The Reporting Person disclaims beneficial ownership of securities except to the extent of his 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.

5. The Reporting Person is a member of Sequoia Grove II, LLC. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his 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.

	/s/ Jung Yeon Son, Attorney-in-fact for Roelof Botha	03/05/2024
	** 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).
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