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 *

Schuler Barry
2. Issuer Name and Ticker or Trading Symbol

Unity Software Inc. [ U ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

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

2882 SAND HILL ROAD, SUITE 150
3. Date of Earliest Transaction (MM/DD/YYYY)

5/19/2021
(Street)

MENLO PARK, CA 94025
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. 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
Common Stock 5/19/2021  S  10000 D$87.60 (1)4858 I By Barry Martin Schuler Revocable Trust 
Common Stock         3517709 I See footnote (2)(3)(4)(5)(6)
Common Stock         142175 I By The Meteor Group, LLC 
Common Stock         14016 D  

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) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $87.57 to $87.70, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (1) to this Form 4.
(2) Includes 2,261,361 shares owned directly by DFJ Growth 2013, L.P., 126,559 shares owned directly by DFJ Growth 2013 Parallel Fund, LLC, 1,076,690 shares owned directly by DFJ Growth III, L.P. and 53,099 shares owned directly by DFJ Growth III Parallel Fund, LLC.
(3) DFJ Growth 2013 Partners, LLC, the general partner of DFJ Growth 2013, L.P., may be deemed to have sole voting, investment and dispositive power over the shares held by DFJ Growth 2013, L.P. DFJ Growth 2013 Partners, LLC may be deemed to have sole voting, investment and dispositive power over the shares held by DFJ Growth 2013 Partners, LLC. Mark Bailey, John Fisher, Randall Glein, and Barry Schuler, the managing members of DFJ Growth 2013 Partners, LLC, may be deemed to have shared voting, investment and dispositive power over such shares. Such individuals and entities disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.
(4) Mark Bailey, John Fisher, Randall Glein, and Barry Schuler, the voting members of DFJ Growth 2013 Parallel Fund, LLC, may be deemed to have shared voting, investment and dispositive power over the shares held by DFJ Growth 2013 Parallel Fund, LLC. Such individuals disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.
(5) DFJ Growth III Partners, LLC, the general partner of DFJ Growth III, L.P., may be deemed to have sole voting, investment and dispositive power over the shares held by DFJ Growth III, L.P. DFJ Growth III Partners, LLC may be deemed to have sole voting, investment and dispositive power over the shares held by DFJ Growth III Partners, LLC. Mark Bailey, John Fisher, Randall Glein, and Barry Schuler, the managing members of DFJ Growth III Partners, LLC may be deemed to have shared voting, investment and dispositive power over such shares. Such individuals and entities disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.
(6) Mark Bailey, John Fisher, Randall Glein, and Barry Schuler, the voting members of DFJ Growth III Parallel Fund, LLC, may be deemed to have shared voting, investment and dispositive power over the shares held by DFJ Growth III Parallel Fund, LLC. Such individuals disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Schuler Barry
2882 SAND HILL ROAD, SUITE 150
MENLO PARK, CA 94025
X



Signatures
/s/ Barry Schuler5/21/2021
**Signature of Reporting PersonDate

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