Sec Form 3 Filing - BOTHA ROELOF @ 23andMe Holding Co. - 2021-06-16

Insider filing report for Changes in Beneficial Ownership
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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
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1. Name and Address of Reporting Person
BOTHA ROELOF
2. Issuer Name and Ticker or Trading Symbol
23andMe Holding Co. [ ME]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ 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)
__ X __ Form filed by One Reporting Person
_____ 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 624,136 I By estate planning vehicles
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 )
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 )
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 )
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 )
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 )
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 )
Class B Common Stock, $0.0001 par value ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 1,235,148 I Sequoia Grove II, LLC ( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BOTHA ROELOF
2800 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X X
Signatures
By: /s/ Jung Yeon Son, Attorney-in-fact for Roelof Botha 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 )The Reporting Person is a director and stockholder of SC US (TTGP), Ltd. 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) In addition, the Reporting Person is a director and stockholder of SCGF III Management, LLC, which is the general partner of Sequoia Capital Growth Fund III, LP ("GFIII"). Voting and disposition decisions at SC US (TTGP), Ltd. with respect to the shares held by the GGF II Funds are made by an investment committee that includes the Reporting Person. The Reporting Person disclaims beneficial ownership of the securities included in this report, except to the extent of his 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.
( 4 )The Reporting Person is a member of Sequoia Grove II, LLC. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his 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.

Remarks:
Exhibit 24.1 - Power of Attorney

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