Sec Form 4 Filing - D1 Capital Partners L.P. @ Maplebear Inc. - 2023-09-21

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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person D1 Capital Partners L.P. 2. Issuer Name and Ticker or Trading Symbol Maplebear Inc. [ CART] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) X __ Other (specify below) See Remarks (Last) (First) (Middle) 9 WEST 57TH STREET, 36TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 09/21/2023 (Street) NEW YORK, NY10019 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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 09/21/2023 C 4,929,074 A 6,857,551 I See footnotes ( 3 ) ( 4 ) Common Stock 09/21/2023 C 1,126,930 A 7,984,481 I See footnotes ( 3 ) ( 4 ) Common Stock 09/21/2023 C 1,079,905 A 9,064,386 I See footnotes ( 3 ) ( 4 ) Common Stock 09/21/2023 C 26,017,127 A 35,081,513 I See footnotes ( 3 ) ( 4 ) Common Stock 09/21/2023 C 1,039,675 A 36,121,188 I See footnotes ( 3 ) ( 4 ) Common Stock 09/21/2023 C 500,000 A 36,621,188 I See footnotes ( 3 ) ( 4 ) Common Stock 09/21/2023 C 120,000 A 36,741,188 I See footnotes ( 3 ) ( 4 ) Non-Voting Common Stock 09/21/2023 J( 2 ) 100,747 D 0 I See footnotes ( 3 ) ( 4 ) Common Stock 09/21/2023 J( 2 ) 100,747 A 36,841,935 I See footnotes ( 3 ) ( 4 ) Non-Voting Common Stock 09/21/2023 J( 2 ) 14,283 D 0 I See footnotes ( 4 ) ( 5 ) Common Stock 09/21/2023 J( 2 ) 14,283 A 14,283 I See footnotes ( 4 ) ( 5 ) Common Stock 09/21/2023 P 1,000,000 A $ 30 37,841,935 I See footnotes ( 3 ) ( 4 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 Series A Preferred Stock ( 1 ) 09/21/2023 C 4,929,074 ( 1 ) ( 1 ) Common Stock 4,929,074 $ 0 0 I See footnotes ( 3 ) ( 4 ) Series C Preferred Stock ( 1 ) 09/21/2023 C 1,126,930 ( 1 ) ( 1 ) Common Stock 1,126,930 $ 0 0 I See footnotes ( 3 ) ( 4 ) Series D Preferred Stock ( 1 ) 09/21/2023 C 1,079,905 ( 1 ) ( 1 ) Common Stock 1,079,905 $ 0 0 I See footnotes ( 3 ) ( 4 ) Series F Preferred Stock ( 1 ) 09/21/2023 C 26,017,127 ( 1 ) ( 1 ) Common Stock 26,017,127 $ 0 0 I See footnotes ( 3 ) ( 4 ) Series G Preferred Stock ( 1 ) 09/21/2023 C 1,039,675 ( 1 ) ( 1 ) Common Stock 1,039,675 $ 0 0 I See footnotes ( 3 ) ( 4 ) Series H Preferred Stock ( 1 ) 09/21/2023 C 500,000 ( 1 ) ( 1 ) Common Stock 500,000 $ 0 0 I See footnotes ( 3 ) ( 4 ) Series I Preferred Stock ( 1 ) 09/21/2023 C 120,000 ( 1 ) ( 1 ) Common Stock 120,000 $ 0 0 I See footnotes ( 3 ) ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other D1 Capital Partners L.P. 9 WEST 57TH STREET 36TH FLOOR NEW YORK, NY10019 X X See Remarks Sundheim Daniel S. C/O D1 CAPITAL PARTNERS L.P. 9 WEST 57TH STREET, 36TH FLOOR NEW YORK, NY10019 X X Signatures D1 Capital Partners, L.P., by /s/ Amanda Hector, General Counsel and Chief Compliance Officer 09/25/2023 Signature of Reporting Person Date /s/ Daniel S. Sundheim 09/25/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Immediately prior to the closing of the Issuer's initial public offering, each share of Series A Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series F Preferred Stock, Series G Preferred Stock, Series H Preferred Stock and Series I Preferred Stock converted into shares of Common Stock on a 1:1 basis. ( 2 )Each share of Non-Voting Common Stock was automatically converted into one share of Common Stock in connection with the closing of the Issuer's initial public offering of common stock. ( 3 )This statement is filed by D1 Capital Partners L.P. (the "Investment Manager") and Daniel Sundheim ("Mr. Sundheim"). The foregoing persons are hereinafter sometimes referred to as the "Reporting Persons." The Investment Manager is a registered investment adviser and serves as the investment manager of private investment vehicles and accounts, including D1 Iconoclast Holdings LP ("D1 Iconoclast") and D1 Master Holdco I LLC ("D1 Master Holdco"), and as an investment consultant to certain private investment vehicles and accounts, including GCM Grosvenor IC SPV, LLC ("GCM IC") and GCM Grosvenor IC SPV 2, LLC ("GCM IC 2") and may be deemed to beneficially own the securities held by D1 Iconoclast, D1 Master Holdco, GCM IC, and GCM IC 2. Mr. Sundheim may be deemed to beneficially own the reported securities by virtue of the fact that Mr. Sundheim indirectly controls the Investment Manager. ( 4 )The filing of this statement should not be construed as an admission that any Reporting Person is, for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the beneficial owner of the securities reported except to the extent of its pecuniary interest therein. ( 5 )Represents restricted stock units ("RSUs") received by Mr. Sundheim. Certain of the RSUs remain subject to service-based vesting conditions. Mr. Sundheim may be deemed to hold the securities reported herein for the benefit of certain funds and accounts to which the Investment Manager serves as the investment manager or investment consultant.

Remarks: The Investment Manager may be deemed to be a director by deputization for purposes of Section 16 under the Securities Exchange Act of 1934 by virtue of the fact that Mr. Sundheim currently serves on the board of directors of the Issuer.

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 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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