Sequoia Grove II Form 3 Maplebear / DOUGLAS M LEONE 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^*

SC US (TTGP), LTD.

(Last)

(First)

(Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(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)

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

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	1,839,918	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)
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	⁽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^*

SC US (TTGP), LTD.

(Last)

(First)

(Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Sequoia Grove II, LLC

(Last)

(First)

(Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Sequoia Grove UK, L.P.

(Last)

(First)

(Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BOTHA ROELOF

(Last)

(First)

(Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

LEONE DOUGLAS M

(Last)

(First)

(Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

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 3 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 Managing Member of Sequoia Grove Manager, LLC, the manager of Sequoia Grove II, LLC	09/18/2023
	By: /s/ Jung Yeon Son, by power of attorney for Roelof Botha, a Managing Member of Sequoia Grove Manager, LLC, the general partner of Sequoia Grove UK, L.P.	09/18/2023
	By: /s/ Jung Yeon Son, by power of attorney for Roelof Botha	09/18/2023
	By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone	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).
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Sequoia Grove II Form 3Maplebear / DOUGLAS M LEONE ownership change