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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 09/18/2023 |
3. Issuer Name and Ticker or Trading Symbol
Maplebear Inc. [ CART ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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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) |
Common Stock | 1,839,918 | I | Sequoia Capital Global Growth Fund II, L.P.(2)(3)(4) |
Common Stock | 28,350 | I | Sequoia Capital Global Growth II Principals Fund, L.P.(2)(3)(4) |
Common Stock | 1,217,532 | I | SCGGF III - U.S./India Management, L.P.(2)(3)(4) |
Common Stock | 455,317 | I | Sequoia Grove II, LLC(5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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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 Preferred Stock | (1) | (1) | Common Stock | 29,655 | 0 | I | Sequoia Capital Global Growth Fund III - Endurance Partners, L.P.(2)(3)(4) |
Series A Preferred Stock | (1) | (1) | Common Stock | 25,372,460 | 0 | I | Sequoia Capital USV XIV Holdco, Ltd.(2)(3)(4) |
Series A Preferred Stock | (1) | (1) | Common Stock | 8,328,209 | 0 | I | Sequoia Grove II, LLC(5) |
Series A Preferred Stock | (1) | (1) | Common Stock | 117 | 0 | I | Sequoia Grove UK, L.P.(5) |
Series B Preferred Stock | (1) | (1) | Common Stock | 2,730,563 | 0 | I | Sequoia Capital U.S. Growth Fund VI, L.P.(2)(3)(4) |
Series B Preferred Stock | (1) | (1) | Common Stock | 195,343 | 0 | I | Sequoia Capital U.S. Growth VI Principals Fund, L.P.(2)(3)(4) |
Series B Preferred Stock | (1) | (1) | Common Stock | 258,964 | 0 | I | Sequoia Capital USV XIV Holdco, Ltd.(2)(3)(4) |
Series B Preferred Stock | (1) | (1) | Common Stock | 1,254,314 | 0 | I | Sequoia Grove II, LLC(5) |
Series C Preferred Stock | (1) | (1) | Common Stock | 1,452,690 | 0 | I | Sequoia Capital U.S. Growth Fund VI, L.P.(2)(3)(4) |
Series C Preferred Stock | (1) | (1) | Common Stock | 103,925 | 0 | I | Sequoia Capital U.S. Growth VI Principals Fund, L.P.(2)(3)(4) |
Series C Preferred Stock | (1) | (1) | Common Stock | 56,571 | 0 | I | Sequoia Capital USV XIV Holdco, Ltd.(2)(3)(4) |
Series C Preferred Stock | (1) | (1) | Common Stock | 640,679 | 0 | I | Sequoia Grove II, LLC(5) |
Series D Preferred Stock | (1) | (1) | Common Stock | 2,565,244 | 0 | I | Sequoia Capital Global Growth Fund II, L.P.(2)(3)(4) |
Series D Preferred Stock | (1) | (1) | Common Stock | 39,670 | 0 | I | Sequoia Capital Global Growth II Principals Fund, L.P.(2)(3)(4) |
Series D Preferred Stock | (1) | (1) | Common Stock | 560,953 | 0 | I | Sequoia Capital U.S. Growth Fund VI, L.P.(2)(3)(4) |
Series D Preferred Stock | (1) | (1) | Common Stock | 8,745 | 0 | I | Sequoia Capital U.S. Growth VI Principals Fund, L.P.(2)(3)(4) |
Series D Preferred Stock | (1) | (1) | Common Stock | 1,774,756 | 0 | I | Sequoia Capital U.S. Growth Fund VII, L.P.(2)(3)(4) |
Series D Preferred Stock | (1) | (1) | Common Stock | 164,955 | 0 | I | Sequoia Capital U.S. Growth VII Principals Fund, L.P.(2)(3)(4) |
Series D Preferred Stock | (1) | (1) | Common Stock | 38,524 | 0 | I | Sequoia Capital USV XIV Holdco, Ltd.(2)(3)(4) |
Series D Preferred Stock | (1) | (1) | Common Stock | 1,637,777 | 0 | I | Sequoia Grove II, LLC(5) |
Series D Preferred Stock | (1) | (1) | Common Stock | 12,796 | 0 | I | Sequoia Grove UK, L.P.(5) |
Series I Preferred Stock | (1) | (1) | Common Stock | 321,719 | 0 | I | Sequoia Capital Global Growth Fund III - Endurance Partners, L.P.(2)(3)(4) |
Series I Preferred Stock | (1) | (1) | Common Stock | 77,009 | 0 | I | Sequoia Grove II, LLC(5) |
Series I Preferred Stock | (1) | (1) | Common Stock | 1,272 | 0 | I | Sequoia Grove UK, L.P.(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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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. The Series A Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series I Preferred Stock are convertible into common stock on a 1:1 basis and have no expiration date. The Series B Preferred Stock is convertible into shares of common stock on a 1.024566722:1 basis and has no expiration date. Immediately prior to the closing of the Issuer's initial public offering, all shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series I Preferred Stock will automatically convert into shares of common stock of the Issuer. |
2. SC US (TTGP), Ltd. is (i) the general partner of SC U.S. Venture XIV Management, L.P., which is the general partner of each of Sequoia Capital U.S. Venture Fund XIV, L.P., Sequoia Capital U.S. Venture Partners Fund XIV, L.P., and Sequoia Capital U.S. Venture Partners Fund XIV (Q), L.P., or collectively, the XIV Funds, which together own 100% of the outstanding ordinary shares of Sequoia Capital USV XIV Holdco, Ltd., or XIV Holdco; (ii) 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., and Sequoia Capital U.S. Growth VI Principals Fund, L.P., or collectively, the GF VI Funds; (iii) the general partner of SC U.S. Growth VII Management, L.P., which is the general partner of each of Sequoia Capital U.S. Growth Fund VII, L.P., and Sequoia Capital U.S. Growth VII Principals Fund, L.P., or collectively, the GF VII Funds; |
3. (Continue from Footnote 2) (iv) the general partner of SC Global Growth II Management, L.P., which is the general partner of each of Sequoia Capital Global Growth Fund II, L.P., and Sequoia Capital Global Growth II Principals Fund, L.P., or collectively, the GGF II Funds; (v) 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., or GGF III; and (vi) the general partner of SCGGF III - U.S./India Management, L.P., or GGF III US IND MGMT. As a result, SC US (TTGP), Ltd. may be deemed to share voting and dispositive power with respect to the shares held by XIV Holdco, the GF VI Funds, the GF VII Funds, the GGF II Funds, GGF III, and GGF III US IND MGMT. The directors and stockholders of SC US (TTGP), Ltd. who exercise voting and investment discretion with respect to the GGF II Funds, GGF III, and GGF III US IND MGMT are Douglas M. Leone and Roelof Botha. |
4. (Continue from Footnote 3) As a result, and by virtue of the relationships described in this paragraph, each such person may be deemed to share voting and dispositive power with respect to the shares held by the GGF II Funds, GGF III, and GGF III US IND MGMT. Each of the reporting persons disclaims beneficial ownership of the shares held by XIV Holdco, the GF VI Funds, the GF VII Funds, the GGF II Funds, GGF III, and GGF III US IND MGMT, as applicable, except to the extent of his or its 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. Sequoia Grove Manager, LLC is the manager of Sequoia Grove II, LLC and the general partner of Sequoia Grove UK, L.P. As a result, Sequoia Grove Manager, LLC may be deemed to share beneficial ownership with respect to the shares held by Sequoia Grove II, LLC and Sequoia Grove UK, L.P. Each of Sequoia Grove Manager, LLC, Sequoia Grove II, LLC, and Sequoia Grove UK, L.P disclaims beneficial ownership of the shares held by Sequoia Grove II, LLC and Sequoia Grove UK, L.P., as applicable, except to the extent of its 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 purpose. |
Remarks: |
Form 2 of 3 |
By: /s/ Jung Yeon Son, by power of attorney for Roelof Botha, a Director of SC US (TTGP), Ltd. | 09/18/2023 | |
By: /s/ Jung Yeon Son, by power of attorney for Roelof Botha, a Director of SC U.S. Venture XIV Management, L.P., the General Partner of Sequoia Capital U.S. Venture Partners Fund XIV (Q), L.P. | 09/18/2023 | |
By: /s/ Jung Yeon Son, by power of attorney for Roelof Botha, a Director of SC U.S. Venture XIV Management, L.P., the General Partner of Sequoia Capital XIV Holdco, Ltd. | 09/18/2023 | |
By: /s/ Jung Yeon Son, by power of attorney for Roelof Botha, a Director of SC U.S. Growth VI Management, L.P. | 09/18/2023 | |
By: /s/ Jung Yeon Son, by power of attorney for Roelof Botha, a Director of SC U.S. Growth VI Management, L.P., the General Partner of Sequoia Capital U.S. Growth Fund VI, L.P. | 09/18/2023 | |
By: /s/ Jung Yeon Son, by power of attorney for Roelof Botha, a Director of SC U.S. Growth VI Management, L.P., the General Partner of Sequoia Capital U.S. Growth VI Principals Fund, L.P. | 09/18/2023 | |
By: /s/ Jung Yeon Son, by power of attorney for Roelof Botha, a Director of SC U.S. Growth VII Management, L.P. | 09/18/2023 | |
By: /s/ Jung Yeon Son, by power of attorney for Roelof Botha, a Director of SC U.S. Growth VII Management, L.P., the General Partner of Sequoia Capital U.S. Growth Fund VII, L.P. | 09/18/2023 | |
By: /s/ Jung Yeon Son, by power of attorney for Roelof Botha, a Director of SC U.S. Growth VII Management, L.P., the General Partner of Sequoia Capital U.S. Growth VII Principals Fund, L.P. | 09/18/2023 | |
By: /s/ Jung Yeon Son, by power of attorney for Roelof Botha, a Managing Member of Sequoia Grove Manager, LLC | 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). | ||
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. |