Sec Form 4 Filing - Silver Lake Group, L.L.C. @ Unity Software Inc. - 2021-02-08

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
Silver Lake Group, L.L.C.
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)
C/O SILVER LAKE, 2775 SAND HILL ROAD, SUITE 100
3. Date of Earliest Transaction (MM/DD/YY)
02/08/2021
(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
Common Stock 02/08/2021 J( 1 ) 2,550,984 D $ 0 25,805,254 I Held through Silver Lake Partners IV, L.P. ( 4 ) ( 13 )
Common Stock 02/09/2021 S 26,719 D $ 127.2412 ( 2 ) 498,932 I Held through Silver Lake Technology Investors IV (Delaware II), L.P. ( 5 ) ( 13 )
Common Stock 02/09/2021 S 20,570 D $ 127.91 ( 3 ) 478,362 I Held through Silver Lake Technology Investors IV (Delaware II), L.P. ( 5 ) ( 13 )
Common Stock 02/09/2021 S 21,464 D $ 127.2412 ( 2 ) 89,734 ( 6 ) I Held through Silver Lake Group, L.L.C. ( 7 ) ( 13 )
Common Stock 02/09/2021 S 16,525 D $ 127.91 ( 3 ) 73,209 I Held through Silver Lake Group, L.L.C. ( 7 ) ( 13 )
Common Stock 02/09/2021 S 120 D $ 127.2412 ( 2 ) 92 ( 8 ) I See footnote ( 8 )
Common Stock 02/09/2021 S 92 D $ 127.91 ( 3 ) 0 I See footnote ( 8 )
Common Stock 14,422,668 I Held through SLP Union Aggregator, L.P. ( 9 ) ( 13 )
Common Stock 44,091 ( 10 ) D ( 10 )
Common Stock 1,557 ( 11 ) I See footnote ( 11 )
Common Stock 13,252 I See footnotes ( 12 ) ( 13 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Silver Lake Group, L.L.C.
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
MENLO PARK, CA94025
X X
Silver Lake Partners IV, L.P.
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
MENLO PARK, CA94025
X X
Silver Lake Technology Investors IV (Delaware II), L.P.
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
MENLO PARK, CA94025
X X
Silver Lake Technology Associates IV, L.P.
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
MENLO PARK, CA94025
X X
SLTA IV (GP), L.L.C.
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
MENLO PARK, CA94025
X X
Durban Egon
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
MENLO PARK, CA94025
X
Signatures
By: /s/ Egon Durban, Co-CEO and Managing Partner of Silver Lake Group, L.L.C. 02/10/2021
Signature of Reporting Person Date
By: /s/ Egon Durban, Co-CEO and Managing Partner of Silver Lake Group, L.L.C., managing member of SLTA IV (GP), L.L.C. 02/10/2021
Signature of Reporting Person Date
By: /s/ Egon Durban, Co-CEO and Managing Partner of Silver Lake Group, L.L.C., managing member of SLTA IV (GP), L.L.C., general partner of Silver Lake Technology Associates IV, L.P. 02/10/2021
Signature of Reporting Person Date
By: /s/ Egon Durban, Co-CEO and Managing Partner of Silver Lake Group, L.L.C., managing member of SLTA IV (GP), L.L.C., general partner of Silver Lake Technology Associates IV, L.P., general partner of Silver Lake Partners IV, L.P. 02/10/2021
Signature of Reporting Person Date
By: /s/ Egon Durban, Co-CEO and Managing Partner of Silver Lake Group, L.L.C., managing member of SLTA IV (GP), L.L.C., GP of Silver Lake Technology Associates IV, L.P., general partner of Silver Lake Technology Investors IV (Delaware II), L.P. 02/10/2021
Signature of Reporting Person Date
EGON DURBAN: /s/ Egon Durban 02/10/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents distributions by Silver Lake Partners IV, L.P. ("SLP IV") and certain of its affiliates of shares of common stock of the Issuer ("Common Stock") to their respective partners and members as in-kind distributions. The receipt of shares of Common Stock by each of the Reporting Persons was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act.
( 2 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $126.65 to $127.64, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
( 3 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $127.65 to $128.39, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
( 4 )These securities are directly owned by SLP IV.
( 5 )These securities are directly owned by Silver Lake Technology Investors IV (Delaware II), L.P. ("SLTI IV").
( 6 )These shares of Common Stock were received by Silver Lake Group, L.L.C. ("SLG") in connection with the pro rata distributions made by SLP IV and its affiliates described above. The receipt of such shares of Common Stock was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act.
( 7 )These securities are directly owned by SLG.
( 8 )These shares of Common Stock were received indirectly by Mr. Egon Durban through his indirect interest in an entity in which he may be deemed to have a pecuniary interest, in connection with the pro rata distributions made by SLP IV and its affiliates described above. The receipt of such shares of Common Stock indirectly by Mr. Durban was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act.
( 9 )These securities are directly owned by SLP Union Aggregator, L.P. ("SLP Union"), the general partner of which is SLP Union GP, L.L.C. ("SLP Union GP").
( 10 )Represents shares of Common Stock held by Mr. Egon Durban immediately following the receipt of such shares in connection with the distributions of shares of Common Stock reported above. The receipt of such shares of Common Stock was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act.
( 11 )Represents shares of Common Stock beneficially owned indirectly by Mr. Durban through a trust for the benefit of certain family members, which received such shares in connection with the distributions of shares of Common Stock reported above. The receipt of such shares of Common Stock indirectly by Mr. Durban was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act.
( 12 )These securities are held by Mr. Durban for the benefit of Silver Lake Technology Management, L.L.C., certain of its affiliates, and certain of the funds they manage ("Silver Lake"). Mr. Durban serves as a director of the Issuer. Pursuant to Mr. Durban's arrangement with Silver Lake with respect to director compensation, upon the sale of these securities, the proceeds from such sale(s) are expected to be remitted to Silver Lake and/or its limited partners. Mr. Durban, through his role at Silver Lake and its affiliates, may be deemed to have an indirect interest in the securities reported herein.
( 13 )Silver Lake Technology Associates IV, L.P. ("SLTA IV") is the general partner of SLP IV and SLTI IV and the managing member of SLP Union GP. The general partner of SLTA IV is SLTA IV (GP), L.L.C. ("SLTA IV GP"), the managing member of which is SLG. Mr. Durban serves as a director of the Issuer and Co-CEO and a Managing Partner of SLG. Each of SLP IV, SLTI IV, SLP Union, SLP Union GP, SLTA IV, SLTA IV GP and SLG may be deemed to be a director by deputization of the Issuer.

Remarks:
The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). This filing shall not be deemed an admission that the Reporting Persons are beneficial owners of all securities covered by this filing for purposes of Section 16 of the Exchange Act or otherwise, and each Reporting Person disclaims beneficial ownership of these securities, except to the extent of such Reporting Person's pecuniary interest therein, if any.

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).
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