Philippe Botteri Form 4 UiPath / Philippe Botteri 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^*

Botteri Philippe

(Last)

(First)

(Middle)

C/O UIPATH, INC., 90 PARK AVE, 20TH FL

(Street)

NEW YORK

10016

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
UiPath, Inc. [ PATH ]

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)
04/23/2021

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	04/23/2021		C		62,132,346	A	⁽¹⁾	62,132,346	I	By Accel London V L.P.⁽²⁾
Class A Common Stock	04/23/2021		S		3,106,618	D	$56	59,025,728⁽¹⁾	I	By Accel London V L.P.⁽²⁾
Class A Common Stock	04/23/2021		C		946,418	A	⁽¹⁾	946,418	I	By Accel London V Strategic Partners L.P.⁽²⁾
Class A Common Stock	04/23/2021		S		47,321	D	$56	899,097	I	By Accel London V Strategic Partners L.P.⁽²⁾
Class A Common Stock	04/23/2021		C		6,003,207	A	⁽¹⁾	6,003,207	I	By Accel London Investors 2016 L.P.⁽³⁾
Class A Common Stock	04/23/2021		S		300,161	D	$56	5,703,046	I	By Accel London Investors 2016 L.P.⁽³⁾
Class A Common Stock	04/23/2021		C		28,470,054	A	⁽¹⁾	28,470,054	I	By Accel Growth Fund IV L.P.⁽⁴⁾
Class A Common Stock	04/23/2021		S		1,765,783	D	$56	26,704,271	I	By Accel Growth Fund IV L.P.⁽⁴⁾
Class A Common Stock								16,057	D⁽⁵⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A-1 Preferred Stock	⁽¹⁾	04/23/2021		C			58,774,710	⁽¹⁾	⁽¹⁾	Class A Common Stock	58,774,710	$0.00	0	I	By Accel London V L.P.⁽²⁾
Series B-1 Preferred Stock	⁽¹⁾	04/23/2021		C			2,570,880	⁽¹⁾	⁽¹⁾	Class A Common Stock	2,570,880	$0.00	0	I	By Accel London V L.P.⁽²⁾
Series B-2 Preferred Stock	⁽¹⁾	04/23/2021		C			762,570	⁽¹⁾	⁽¹⁾	Class A Common Stock	762,570	$0.00	0	I	By Accel London V L.P.⁽²⁾
Series E Preferred Stock	⁽¹⁾	04/23/2021		C			24,186	⁽¹⁾	⁽¹⁾	Class A Common Stock	24,186	$0.00	0	I	By Accel London V L.P.⁽²⁾
Series A-1 Preferred Stock	⁽¹⁾	04/23/2021		C			895,290	⁽¹⁾	⁽¹⁾	Class A Common Stock	895,290	$0.00	0	I	By Accel London V Strategic Partners L.P.⁽²⁾
Series B-1 Preferred Stock	⁽¹⁾	04/23/2021		C			39,150	⁽¹⁾	⁽¹⁾	Class A Common Stock	39,150	$0.00	0	I	By Accel London V Strategic Partners L.P.⁽²⁾
Series B-2 Preferred Stock	⁽¹⁾	04/23/2021		C			11,610	⁽¹⁾	⁽¹⁾	Class A Common Stock	11,610	$0.00	0	I	By Accel London V Strategic Partners L.P.⁽²⁾
Series E Preferred Stock	⁽¹⁾	04/23/2021		C			368	⁽¹⁾	⁽¹⁾	Class A Common Stock	368	$0.00	0	I	By Accel London V Strategic Partners L.P.⁽²⁾
Series A-1 Preferred Stock	⁽¹⁾	04/23/2021		C			5,678,790	⁽¹⁾	⁽¹⁾	Class A Common Stock	5,678,790	$0.00	0	I	By Accel London Investors 2016 L.P.⁽³⁾
Series B-1 Preferred Stock	⁽¹⁾	04/23/2021		C			248,400	⁽¹⁾	⁽¹⁾	Class A Common Stock	248,400	$0.00	0	I	By Accel London Investors 2016 L.P.⁽³⁾
Series B-2 Preferred Stock (	⁽¹⁾	04/23/2021		C			73,680	⁽¹⁾	⁽¹⁾	Class A Common Stock	73,680	$0.00	0	I	By Accel London Investors 2016 L.P.⁽³⁾
Series E Preferred Stock	⁽¹⁾	04/23/2021		C			2,337	⁽¹⁾	⁽¹⁾	Class A Common Stock	2,337	$0.00	0	I	By Accel London Investors 2016 L.P.⁽³⁾
Series B-1 Preferred Stock	⁽¹⁾	04/23/2021		C			20,642,310	⁽¹⁾	⁽¹⁾	Class A Common Stock	20,642,310	$0.00	0	I	By Accel Growth Fund IV L.P.⁽⁴⁾
Series B-2 Preferred Stock	⁽¹⁾	04/23/2021		C			6,122,730	⁽¹⁾	⁽¹⁾	Class Class A Common Stock	6,122,730	$0.00	0	I	By Accel Growth Fund IV L.P.⁽⁴⁾
Series C-1 Preferred Stock	⁽¹⁾	04/23/2021		C			827,211	⁽¹⁾	⁽¹⁾	Class A Common Stock	827,211	$0.00	0	I	By Accel Growth Fund IV L.P.⁽⁴⁾
Series C-2 Preferred Stock	⁽¹⁾	04/23/2021		C			660,711	⁽¹⁾	⁽¹⁾	Class A Common Stock	660,711	$0.00	0	I	By Accel Growth Fund IV L.P.⁽⁴⁾
Series D-1 Preferred Stock	⁽¹⁾	04/23/2021		C			185,880	⁽¹⁾	⁽¹⁾	Class A Common Stock	185,880	$0.00	0	I	By Accel Growth Fund IV L.P.⁽⁴⁾
Series D-2 Preferred Stock	⁽¹⁾	04/23/2021		C			31,212	⁽¹⁾	⁽¹⁾	Class A Common Stock	31,212	$0.00	0	I	By Accel Growth Fund IV L.P.⁽⁴⁾

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, Series E Preferred Stock automatically converted into one share of Class A Common Stock, without payment of additional consideration, immediately prior to the closing of the Issuer's initial public offering.

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 and the Reporting Person 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 and the Reporting Person 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 and the Reporting Person disclaim beneficial ownership except to the extent of their pecuniary interest therein.

5. Consists of 16,057 Restricted Stock Units (RSUs). Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement. Following the closing of the IPO, 1/16th of the RSUs vest for each quarter of continuous service by the Reporting Person to the Issuer following March 16, 2021 and subject to continuous service through each such vesting date.

Remarks:

This Form 4 is the first of two Form 4s filed relating to the same event. Combined, the two reports report the holdings for the Reporting Person, a director of the Issuer and his indirect relationship to 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 4 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 4 to a maximum of 10 reporting persons and 30 reportable holdings. Each Form 4 is filed by the Reporting Person.

	/s/ Brad Brubaker, Attorney-in-Fact	04/23/2021
	** 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 4 (b)(v).
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Philippe Botteri Form 4UiPath / Philippe Botteri ownership change