FORM 4 [ ] 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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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Accel Growth Fund IV L.P.
2. Issuer Name and Ticker or Trading Symbol

UiPath, Inc. [ PATH ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    __X__ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

500 UNIVERSITY AVENUE
3. Date of Earliest Transaction (MM/DD/YYYY)

6/28/2021
(Street)

PALO ALTO, CA 94301
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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
Class A common stock 6/28/2021  J(1)  1395512.00 D$0.00 21088996.00 D (2) 
Class A common stock 6/28/2021  J(3)  7939.00 D$0.00 119988.00 I Accel Growth Fund IV Strategic Partners L.P. (4)
Class A common stock 6/28/2021  J(5)  66747.00 D$0.00 1008705.00 I Accel Growth Fund Investors 2016 L.L.C. (6)
Class A common stock 6/28/2021  J(7)(8)  2455185.00 D$0.00 49146532.00 I Accel London V L.P. (9)
Class A common stock 6/28/2021  J(10)  37398.00 D$0.00 748614.00 I Accel London V Strategic Partners L.P. (11)
Class A common stock 6/28/2021  J(12)  237219.00 D$0.00 4748522.00 I Accel London Investors 2016 L.P. (13)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) On June 28, 2021, Accel Growth Fund IV L.P. distributed, for no consideration, 1,395,512 shares of Class A common stock of the Issuer (the "Accel Growth IV Shares") to its limited partners and to Accel Growth Fund IV Associates L.L.C., the general partner of Accel Growth Fund IV L.P., representing each such partner's pro rata interest in such Accel Growth IV Shares. On the same date, Accel Growth Fund IV Associates L.L.C. distributed, for no consideration, the Accel Growth IV Shares it received in the distribution by Accel Growth Fund IV L.P. to its members, representing each such member's pro rata interest in such Accel Growth IV Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended.
(2) These shares are held by Accel Growth Fund IV L.P. Accel Growth Fund IV Associates L.L.C. ("Accel Growth Fund IV GP") is the general partner of each of Accel Growth Fund IV L.P. and Accel Growth Fund IV Strategic Partners L.P. (together, the "Accel Growth Fund IV Entities"). Accel Growth Fund IV GP has sole voting and dispositive power with regard to the shares held by the Accel Growth Fund IV Entities. Accel Growth Fund IV GP disclaims Section 16 beneficial ownership over the securities reported herein except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that such reporting person is the beneficial owner of such securities for Section 16 or any other purpose.
(3) On June 28, 2021, Accel Growth Fund IV Strategic Partners L.P. distributed, for no consideration, 7,939 shares of Class A common stock of the Issuer (the "Accel Growth IV SP Shares") to its limited partners and to Accel Growth Fund IV Associates L.L.C., the general partner of Accel Growth Fund IV Strategic Partners L.P., representing each such partner's pro rata interest in such Accel Growth IV SP Shares. On the same date, Accel Growth Fund IV Associates L.L.C. distributed, for no consideration, the Accel Growth IV SP Shares it received in the distribution by Accel Growth Fund IV Strategic Partners L.P. to its members, representing each such member's pro rata interest in such Accel Growth II SP Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended.
(4) These shares are held by Accel Growth Fund IV Strategic Partners L.P.
(5) On June 28, 2021, Accel Growth Fund Investors 2016 L.L.C. distributed, for no consideration, 66,747 shares of Class A common stock of the Issuer to its members, representing each such member's pro rata interest in such shares. The aforementioned distribution was made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended.
(6) These shares are held by Accel Growth Fund Investors 2016 L.L.C.
(7) On June 28, 2021, Accel London V L.P. distributed, for no consideration, 2,455,185 shares of Class A common stock of the Issuer (the "Accel London V Shares") to its limited partners and to Accel London V Associates L.P., the general partner of Accel London V L.P., representing each such partner's pro rata interest in such Accel London V Shares. On the same date, Accel London V Associates L.P. distributed, for no consideration, the Accel London V Shares it received in the distribution by Accel London V L.P. to its limited partners and to Accel London V Associates L.L.C., the general partner of Accel London V Associates L.P., representing each such partner's pro rata interest in such Accel London V Shares. Continued in footnote (8) below.
(8) Continued from footnote (7): Also on that same date, Accel London V Associates L.L.C. distributed, for no consideration, the Accel London V Shares it received in the distribution by Accel London V Associates L.P. to its members, representing each such member's pro rata interest in such Accel London V Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended.
(9) These shares are held by Accel London V L.P. Accel London V Associates L.P. is the general partner of Accel London V L.P. and has sole voting and dispositive power with regard to the shares held by Accel London V Associates L. P. Accel London V Associates L.L.C. is the general partner of Accel London V Associates L.P. and Accel London Investors 2016 L.P (together with Accel London V L.P., the "Accel London V Entities"). Accel London V Associates L.P. has sole voting and dispositive power with regard to the shares held by the Accel London V Entities. Each of Accel London V Associates L.P. and Accel London V Associates L.L.C. disclaims Section 16 beneficial ownership over the securities reported herein except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that either such reporting person is the beneficial owner of such securities for Section 16 or any other purpose.
(10) On June 28, 2021, Accel London V Strategic Partners L.P. distributed, for no consideration, 37,398 shares of Class A common stock of the Issuer (the "Accel London V SP Shares") to its limited partners and to Accel London V Associates L.L.C., the general partner of Accel London V Strategic Partners L.P., representing each such partner's pro rata interest in such Accel London V SP Shares. On the same date, Accel London V Associates L.L.C. distributed, for no consideration, the Accel London V SP Shares it received in the distribution by Accel London V Strategic Partners L.P. to its members, representing each such member's pro rata interest in such Accel London V SP Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended.
(11) These shares are held by Accel London V Strategic Partners L.P.
(12) On June 28, 2021, Accel London Investors 2016 L.P. distributed, for no consideration, 237,219 shares of Class A common stock of the Issuer (the "Accel London Investors Shares") to its limited partners and to Accel London V Associates L.L.C., the general partner of Accel London Investors 2016 L.P., representing each such partner's pro rata interest in such Accel London Investors Shares. On that same date, Accel London V Associates L.L.C. distributed, for no consideration, the Accel London Investors Shares it received in the distribution by Accel London Investors 2016 L.P. to its members, representing each such member's pro rata interest in such Accel London Investors Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended.
(13) These shares are held by Accel London Investors 2016 L.P.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Accel Growth Fund IV L.P.
500 UNIVERSITY AVENUE
PALO ALTO, CA 94301

X

Accel Growth Fund IV Strategic Partners L.P.
500 UNIVERSITY AVENUE
PALO ALTO, CA 94301

X

Accel Growth Fund IV Associates L.L.C.
500 UNIVERSITY AVENUE
PALO ALTO, CA 94301

X

Accel Growth Fund Investors 2016 L.L.C.
500 UNIVERSITY AVENUE
PALO ALTO, CA 94301

X

Accel London V L.P.
500 UNIVERSITY AVENUE
PALO ALTO, CA 94301

X

Accel London V Associates L.P.
500 UNIVERSITY AVENUE
PALO ALTO, CA 94301

X

Accel London Investors 2016 L.P.
500 UNIVERSITY AVENUE
PALO ALTO, CA 94301

X

Accel London V Associates L.L.C.
500 UNIVERSITY AVENUE
PALO ALTO, CA 94301

X

Accel London V Strategic Partners L.P.
500 UNIVERSITY AVENUE
PALO ALTO, CA 94301

X


Signatures
/s/ Tracy Sedlock, attorney in fact for Accel Growth Fund IV L.P.6/30/2021
**Signature of Reporting PersonDate

/s/ Tracy Sedlock, attorney in fact for Accel Growth Fund IV Strategic Partners L.P.6/30/2021
**Signature of Reporting PersonDate

/s/ Tracy Sedlock, attorney in fact for Accel Growth Fund IV Associates L.L.C.6/30/2021
**Signature of Reporting PersonDate

/s/ Tracy Sedlock, attorney in fact for Accel Growth Fund Investors 2016 L.L.C.6/30/2021
**Signature of Reporting PersonDate

/s/ Tracy Sedlock, attorney in fact for Accel London V L.P.6/28/2021
**Signature of Reporting PersonDate

/s/ Tracy L. Sedlock, as Attorney-in-Fact, For Accel London V L.P.6/30/2021
**Signature of Reporting PersonDate

/s/ Tracy Sedlock, attorney in fact for Accel London Investors 2016 L.P.6/30/2021
**Signature of Reporting PersonDate

/s/ Tracy Sedlock, attorney in fact for Accel London V Associates L.L.C.6/30/2021
**Signature of Reporting PersonDate

/s/ Tracy Sedlock, attorney in fact for Accel London V Strategic Partners L.P.6/30/2021
**Signature of Reporting PersonDate

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