Statement of Changes in Beneficial Ownership (4)
June 01 2021 - 7:34PM
Edgar (US Regulatory)
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
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1. Name and Address of Reporting Person
*
SC US (TTGP), LTD. |
2. Issuer Name and Ticker or Trading Symbol
Unity Software Inc.
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U
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 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)
___ Form filed by One Reporting Person
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X
_ 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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Common Stock | 5/27/2021 | | J(1) | | 2456346 | D | (1) | 9834172 | I | Sequoia Capital Global Growth Fund, L.P. (2)(3)(4) |
Common Stock | 5/27/2021 | | J(1) | | 2738095 | D | (1) | 11252953 | I | Sequoia Capital Global Growth Fund III - Endurance Partners, L.P. (2)(3)(4) |
Common Stock | 5/27/2021 | | J(1) | | 6362511 | D | (1) | 15048189 | I | Sequoia Capital XII, L.P. (2)(3)(4) |
Common Stock | 5/27/2021 | | J(1) | | 1803969 | D | (1) | 4212349 | I | Sequoia Capital U.S. Growth Fund VI, L.P. (2)(3)(4) |
Common Stock | 5/27/2021 | | J(1) | | 1946111 | A | (1) | 1946111 | I | Sequoia Grove II, LLC (5) |
Common Stock | | | | | | | | 356651 | I | Sequoia Capital Global Growth Principals Fund, L.P. (2)(3)(4) |
Common Stock | | | | | | | | 2288320 | I | Sequoia Capital XII Principals Fund, LLC (2)(3)(4) |
Common Stock | | | | | | | | 801160 | I | Sequoia Technology Partners XII, L.P. (2)(3)(4) |
Common Stock | | | | | | | | 301354 | I | Sequoia Capital U.S. Growth VI Principals Fund, L.P. (2)(3)(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 Common Stock of the Issuer to partners or members. |
(2) | SC US (TTGP), Ltd. is (i) 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. (GFVI) and Sequoia Capital U.S. Growth VI Principals Fund, L.P. (GFVI PF) (collectively, the GFVI Funds); (ii) the general partner of SCGGF Management, L.P., which is the general partner of each of Sequoia Capital Global Growth Fund, LP (GGF) and Sequoia Capital Global Growth Principals Fund, LP (GGF PF) (collectively, the GGF Funds); and (iii) 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. (GGF III). As a result, SC US (TTGP), Ltd. may be deemed to share voting and dispositive power with respect to the shares held by GGF III and the GGF Funds. SC XII Management, LLC is the general partner of each of Sequoia Capital XII, L.P. (XII) and Sequoia Technology Partners XII, L.P. |
(3) | (continued from footnote 2) (STP XII), and the managing member of Sequoia Capital XII Principals Fund, LLC (XII PF) (collectively the XII Funds). As a result, and by virtue of the relationships described in this paragraph, SC XII Management, LLC may be deemed to share beneficial ownership with respect to the shares held by the XII Funds. In addition, the directors and stockholders of SC US (TTGP), Ltd. who exercise voting and investment discretion with respect to the GGF Funds are Douglas Leone and James Goetz, and the directors and stockholders of SC US (TTGP), Ltd. who exercise voting and investment discretion with respect to GGF III are Douglas Leone and Roelof Botha. By virtue of the relationships described in this paragraph, Douglas Leone and James Goetz may be deemed to share voting and dispositive power with respect to the shares held by the GGF Funds, |
(4) | (continued from footnote 2) and Douglas Leone and Roelof Botha may be deemed to share voting and dispositive power with respect to the shares held by GGF III. Each of the reporting persons disclaims beneficial ownership of the shares held by the XII Funds, the GFVI Funds, the GGF Funds, and GGF III, 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. 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. Each of Sequoia Grove Manager, LLC and Sequoia Grove II, LLC disclaims beneficial ownership of the shares held by Sequoia Grove II, LLC 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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
SC US (TTGP), LTD. 2800 SAND HILL ROAD, SUITE 101 MENLO PARK, CA 94025 |
| X |
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LEONE DOUGLAS M 2800 SAND HILL ROAD, SUITE 101 MENLO PARK, CA 94025 |
| X |
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GOETZ JAMES J 2800 SAND HILL ROAD, SUITE 101 MENLO PARK, CA 94025 |
| X |
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SC U.S. GROWTH VI MANAGEMENT, L.P. 2800 SAND HILL ROAD, SUITE 101 MENLO PARK, CA 94025 |
| X |
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SEQUOIA CAPITAL U.S. GROWTH FUND VI, L.P. 2800 SAND HILL ROAD, SUITE 101 MENLO PARK, CA 94025 |
| X |
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SEQUOIA CAPITAL U.S. GROWTH VI PRINCIPALS FUND, L.P. 2800 SAND HILL ROAD, SUITE 101 MENLO PARK, CA 94025 |
| X |
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Sequoia Grove Manager, LLC 2800 SAND HILL ROAD, SUITE 101 MENLO PARK, CA 94025 |
| X |
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Sequoia Grove II, LLC 2800 SAND HILL ROAD, SUITE 101 MENLO PARK, CA 94025 |
| X |
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Signatures
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/s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd. | | 6/1/2021 |
**Signature of Reporting Person | Date |
/s/ Jung Yeon Son, by power of attorney for Douglas Leone | | 6/1/2021 |
**Signature of Reporting Person | Date |
/s/ Jung Yeon Son, by power of attorney for James Goetz | | 6/1/2021 |
**Signature of Reporting Person | Date |
s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd., the General Partner of SC U.S. Growth VI Management, L.P. | | 6/1/2021 |
**Signature of Reporting Person | Date |
/s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd., the General Partner of SC U.S. Growth VI Management, L.P., the General Partner of Sequoia Capital U.S. Growth VI Fund, L.P. | | 6/1/2021 |
**Signature of Reporting Person | Date |
/s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd., the General Partner of SC U.S. Growth VI Management, L.P., the General Partner of Sequoia Capital U.S. Growth VI Principals Fund, L.P. | | 6/1/2021 |
**Signature of Reporting Person | Date |
/s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Managing Member of Sequoia Grove Manager, LLC | | 6/1/2021 |
**Signature of Reporting Person | Date |
/s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Managing Member of Sequoia Grove Manager, LLC, the manager of Sequoia Grove II, LLC | | 6/1/2021 |
**Signature of Reporting Person | Date |
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