Sec Form 4 Filing - BOTHA ROELOF @ Unity Software Inc. - 2020-03-31

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
BOTHA ROELOF
2. Issuer Name and Ticker or Trading Symbol
Unity Software Inc. [ U]
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)
03/31/2020
(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
Common Stock 09/17/2020 A 14,526 ( 1 ) A $ 0 14,526 D
Common Stock 3,909,607 I Sequoia Capital Global Growth Fund III - Endurance Partners, L.P. ( 2 ) ( 3 )
Common Stock 9,289,278 I Sequoia Capital Global Growth Fund, L.P. ( 2 ) ( 3 )
Common Stock 269,560 I Sequoia Capital Global Growth Principals Fund, L.P. ( 2 ) ( 3 )
Common Stock 6,016,318 I Sequoia Capital U.S. Growth Fund VI, L.P. ( 2 ) ( 3 )
Common Stock 301,354 I Sequoia Capital U.S. Growth VI Principals Fund, L.P. ( 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 E Preferred Stock ( 4 ) 03/31/2020 A 3,719,996 ( 4 ) ( 4 ) Common Stock 3,719,996 $ 22 4,351,309 I Sequoia Capital Global Growth Fund III - Endurance Partners, L.P. ( 2 ) ( 3 )
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
/s/ Jung Yeon Son, Attorney-in-fact for Roelof Botha 09/17/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents restricted stock units granted to the Reporting Person. The shares subject to this award vest in full on the date of the Issuer's first annual meeting of stockholders that occurs following the completion of the Issuer's initial public offering, subject to the Reporting Person's continued service through that date.
( 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 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). Voting and disposition decisions at SC US (TTGP), Ltd. with respect to the shares held by the GGF III are made by an investment committee that includes the Reporting Person.
( 3 )(Continued from Footnote 2) 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 Series E Preferred Stock is convertible into shares of common stock on a 1:1 basis and has no expiration date. Immediately prior to the consummation of the Issuer's initial public offering, all shares of Series E Preferred Stock will automatically convert into shares of common stock of the Issuer.

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