Statement of Changes in Beneficial Ownership (4)
June 01 2021 - 7:25PM
Edgar (US Regulatory)
FORM 4
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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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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
*
Eschenbach Carl M. |
2. Issuer Name and Ticker or Trading Symbol
UiPath, Inc.
[
PATH
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
2800 SAND HILL ROAD, SUITE 101 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/27/2021 |
(Street)
MENLO PARK, CA 94025
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock | 5/27/2021 | | J | | 1787331 | D | (1) | 4173458 | I | By Sequoia Capital U.S. Growth Fund VII, L.P. (2) |
Class A Common Stock | 5/27/2021 | | J | | 1618884 | D | (1) | 4400687 | I | By Sequoia Capital U.S. Growth Fund VIII, L.P. (2) |
Class A Common Stock | 5/27/2021 | | J | | 331764 | A | (1) | 331764 | I | By estate planning vehicles |
Class A Common Stock | 5/27/2021 | | J | | 3012026 | A | (1) | 3012026 | I | By Sequoia Grove II, LLC (3) |
Class A Common Stock | 5/27/2021 | | J | | 62425 | A | (1) | 62425 | I | By Sequoia Grove UK, L.P. (3) |
Class A Common Stock | | | | | | | | 58782 | I | By Sequoia Capital U.S. Growth VII Principals Fund, L.P. (2) |
Class A Common Stock | | | | | | | | 16057 | D (4) | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 distribution of Class A Common Stock of the Issuer to partners or members in connection with an internal restructuring. The distributed shares remain subject to a lock-up agreement with the underwriters of the issuer's initial public offering. |
(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 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.; and (ii) the general partner of SC U.S. Growth VIII Management, L.P., which is the general partner of Sequoia Capital U.S. Growth Fund VIII, L.P. 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. |
(3) | The Reporting Person is a member of Sequoia Grove II, LLC and a limited partner of Sequoia Grove UK, L.P. 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. |
(4) | Includes 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. 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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Eschenbach Carl M. 2800 SAND HILL ROAD, SUITE 101 MENLO PARK, CA 94025 | X |
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Signatures
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/s/ Jung Yeon Son, as Attorney-in-Fact | | 6/1/2021 |
**Signature of Reporting Person | Date |
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