Sec Form 4 Filing - SB Cayman 2 Ltd. @ Uber Technologies, Inc - 2019-05-14

Insider filing report for Changes in Beneficial Ownership
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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
SB Cayman 2 Ltd.
2. Issuer Name and Ticker or Trading Symbol
Uber Technologies, Inc [ UBER]
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)
C/O WALKERS CORPORATE LIMITED, CAYMAN, CORPORATE CENTER 27 HOSPITAL ROAD
3. Date of Earliest Transaction (MM/DD/YY)
05/14/2019
(Street)
GEORGE TOWN, E9KY1-9008
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 05/14/2019 C 12,960,050 A 103,884,882 D ( 2 ) ( 3 )
Common Stock 05/14/2019 C 34,758,029 A 138,642,911 D ( 2 ) ( 3 )
Common Stock 05/14/2019 C 9,191,048 A 147,833,959 D ( 2 ) ( 3 )
Common Stock 05/14/2019 C 7,444,846 A 155,278,805 D ( 2 ) ( 3 )
Common Stock 05/14/2019 C 86,446 A 155,365,251 D ( 2 ) ( 3 )
Common Stock 05/14/2019 C 8,263,120 A 163,628,371 D ( 2 ) ( 3 )
Common Stock 05/14/2019 C 3,973,883 A 167,602,254 D ( 2 ) ( 3 )
Common Stock 05/14/2019 C 21,448,296 A 189,050,550 D ( 2 ) ( 3 )
Common Stock 05/14/2019 C 33,177,628 A 222,228,178 D ( 2 ) ( 3 )
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 ) 05/14/2019 C 12,960,050 ( 1 ) ( 1 ) Common Stock 12,960,050 $ 0 0 D ( 2 ) ( 3 )
Series B Preferred Stock ( 1 ) 05/14/2019 C 34,758,029 ( 1 ) ( 1 ) Common Stock 34,758,029 $ 0 0 D ( 2 ) ( 3 )
Series C-1 Preferred Stock ( 1 ) 05/14/2019 C 9,191,048 ( 1 ) ( 1 ) Common Stock 9,191,048 $ 0 0 D ( 2 ) ( 3 )
Series C-2 Preferred Stock ( 1 ) 05/14/2019 C 7,444,846 ( 1 ) ( 1 ) Common Stock 7,444,846 $ 0 0 D ( 2 ) ( 3 )
Series C-3 Preferred Stock ( 1 ) 05/14/2019 C 86,446 ( 1 ) ( 1 ) Common Stock 86,446 $ 0 0 D ( 2 ) ( 3 )
Series D Preferred Stock ( 1 ) 05/14/2019 C 8,263,120 ( 1 ) ( 1 ) Common Stock 8,263,120 $ 0 0 D ( 2 ) ( 3 )
Series E Preferred Stock ( 1 ) 05/14/2019 C 3,973,883 ( 1 ) ( 1 ) Common Stock 3,973,883 $ 0 0 D ( 2 ) ( 3 )
Series G-1 Preferred Stock ( 1 ) 05/14/2019 C 21,448,296 ( 1 ) ( 1 ) Common Stock 21,448,296 $ 0 0 D ( 2 ) ( 3 )
Series Seed Preferred Stock ( 1 ) 05/14/2019 C 33,177,628 ( 1 ) ( 1 ) Common Stock 33,177,628 $ 0 0 D ( 2 ) ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SB Cayman 2 Ltd.
C/O WALKERS CORPORATE LIMITED, CAYMAN
CORPORATE CENTER 27 HOSPITAL ROAD
GEORGE TOWN, E9KY1-9008
X
SB INVESTMENT ADVISERS (UK) LTD
69 GROSVENOR STREET
LONDON, X0W1K 3JP
X
SoftBank Vision Fund (AIV S1) L.P.
251 LITTLE FALLS DRIVE
WILMINGTON, DE19808
X
Signatures
Brian Wheeler 05/16/2019
Signature of Reporting Person Date
Brian Wheeler 05/16/2019
Signature of Reporting Person Date
Brian Wheeler 05/16/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )All Series of Preferred Stock automatically converted into shares of the Company's Common Stock on a 1-for-1 basis, without payment or further consideration, immediately prior to the consummation of the Company's initial public offering.
( 2 )SB Cayman 2 Ltd. is wholly-owned by SoftBank Vision Fund (AIV S1) LP, a Delaware limited partnership ("Vision Fund"). SB Investment Advisers (UK) Limited, a wholly-owned subsidiary of SoftBank Group Corp., has been appointed as alternative investment fund manager ("AIFM") and is exclusively responsible for managing the Vision Fund in accordance with the Alternative Investment Fund Managers Directive and is authorized and regulated by the UK Financial Conduct Authority accordingly. As AIFM of the Vision Fund, SB Investment Advisers (UK) Limited is exclusively responsible for making all decisions related to the acquisition, structuring, financing, voting, and disposal of the Vision Fund's Investments. SB Cayman 2 Ltd. has granted a proxy to a third party with respect to all voting interests in the Company in excess of 9.9% of its outstanding stock.
( 3 )(Continued from footnote 2) This proxy will automatically terminate following approval of the Committee on Foreign Investment in the United States. Each such entity disclaims beneficial ownership of such shares except to the extent of such entity's 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.

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