Sec Form 3 Filing - SC US (TTGP), LTD. @ 23andMe Holding Co. - 2021-06-16

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 3
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
SC US (TTGP), LTD.
2. Issuer Name and Ticker or Trading Symbol
23andMe Holding Co. [ ME]
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)
2800 SAND HILL ROAD, SUITE 101
3. Date of Earliest Transaction (MM/DD/YY)
06/16/2021
(Street)
MENLO PARK, CA94025
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
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
Class B Common Stock, $0.0001 par value ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 3,634,310 I Sequoia Capital Growth Fund III, L.P. ( 2 ) ( 3 ) ( 4 )
Class B Common Stock, $0.0001 par value ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 6,135,652 I Sequoia Capital U.S. Growth Fund VII, L.P. ( 2 ) ( 3 ) ( 4 )
Class B Common Stock, $0.0001 par value ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 504,692 I Sequoia Capital U.S. Growth VII Principals Fund, L.P. ( 2 ) ( 3 ) ( 4 )
Class B Common Stock, $0.0001 par value ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 3,818,329 I Sequoia Capital U.S. Growth Fund VIII, L.P. ( 2 ) ( 3 ) ( 4 )
Class B Common Stock, $0.0001 par value ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 3,670,314 I Sequoia Capital Global Growth Fund II, L.P. ( 2 ) ( 3 ) ( 4 )
Class B Common Stock, $0.0001 par value ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 55,143 I Sequoia Capital Global Growth II Principals Fund, L.P. ( 2 ) ( 3 ) ( 4 )
Class B Common Stock, $0.0001 par value ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 1,235,148 I Sequoia Grove II, LLC ( 5 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SC US (TTGP), LTD.
2800 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
SC Global Growth II Management, L.P.
2800 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
SEQUOIA CAPITAL GLOBAL GROWTH FUND II, L.P.
2800 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
SEQUOIA CAPITAL GLOBAL GROWTH II PRINCIPALS FUND, L.P.
2800 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
LEONE DOUGLAS M
2800 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
BOTHA ROELOF
2800 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
Sequoia Grove Manager, LLC
2800 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
Sequoia Grove II, LLC
2800 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
Signatures
By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd. 06/25/2021
Signature of Reporting Person Date
By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd., the General Partner of SC Global Growth II Management, L.P. 06/25/2021
Signature of Reporting Person Date
By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd., the General Partner of SC Global Growth II Management, L.P., the General Partner of Sequoia Capital Global Growth Fund II, L.P. 06/25/2021
Signature of Reporting Person Date
By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd., the General Partner of SC Global Growth II Management, L.P., the General Partner of Sequoia Capital Global Growth II Principals Fund, L.P. 06/25/2021
Signature of Reporting Person Date
By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone 06/25/2021
Signature of Reporting Person Date
By: /s/ Jung Yeon Son, by power of attorney for Roelof Botha 06/25/2021
Signature of Reporting Person Date
By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Managing Member of Sequoia Grove Manager, LLC 06/25/2021
Signature of Reporting Person Date
By: /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 06/25/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares of Class B Common Stock, which are not registered under the Securities Exchange Act of 1934, as amended, are convertible into shares of Class A Common Stock on a share-for-share basis.
( 2 )SC US (TTGP), Ltd. is (i) the general partner of SC U.S. Growth VII Management, L.P., which is the general partner of each of Sequoia Capital U.S. Growth Fund VII, L.P. ("GF VII") and Sequoia Capital U.S. Growth VII Principals Fund, L.P. ("GFVII PF") (collectively, the GF VII Funds); (ii) the general partner of SC U.S. Growth VIII Management, L.P., which is the general partner of Sequoia Capital U.S. Growth Fund VIII, L.P. ("GF VIII"); and (iii) the general partner of SC Global Growth II Management, L.P., which is the general partner of each of Sequoia Capital Global Growth Fund II, L.P.("GGF II") and Sequoia Capital Global Growth II Principals Fund, L.P ("GGFII PF") (collectively, the GGF II Funds).
( 3 )(Continued from Footnote 2) As a result, SC US (TTGP), Ltd. may be deemed to share voting and dispositive power with respect to the shares held by the GFVII Funds, GF VIII and the GGF II Funds. SCGF III Management, LLC is a general partner of Sequoia Capital Growth Fund III, L.P., and, as a result, SCGF III Management, LLC may be deemed to share voting and dispositive power with respect to the shares held by Sequoia Capital Growth Fund III, L.P. The directors and stockholders of SC US (TTGP), Ltd. who exercise voting and investment discretion with respect to the GGF II Funds are Douglas Leone and Roelof Botha. By virtue of the relationships described in this paragraph, Douglas Leone and Roelof Botha may be deemed to share voting and dispositive power with respect to the shares held by the GGF II Funds.
( 4 )(Continued from Footnote 3) Each of Douglas Leone, Roelof Botha, SC US (TTGP), Ltd., SC U.S. Growth VII Management, L.P., SC U.S. Growth VIII Management, L.P. and SC Global Growth II Management, L.P. disclaims beneficial ownership of the shares held by the GFVII Funds, GF VIII and the GGF II Funds, 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. SCGF III Management, LLC disclaims beneficial ownership of the shares held by Sequoia Capital Growth Fund III, L.P., 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 16or 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.

Remarks:
Form 2 of 2

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.