Sec Form 3 Filing - SLTA VI (GP), L.L.C. @ Unity Software Inc. - 2022-11-08

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
SLTA VI (GP), 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 _____ 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)
11/08/2022
(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
2.00% Convertible Senior Notes due 2027 $ 48.89( 9 ) ( 6 ) ( 7 ) Common Stock 7,690,177( 8 ) I Held through SLP VI Union Holdings, L.P.( 1 )( 3 )( 5 )
2.00% Convertible Senior Notes due 2027 $ 48.89( 9 ) ( 6 ) ( 7 ) Common Stock 7,690,177( 8 ) I Held through SLP VI Union Holdings II, L.P.( 2 )( 3 )( 5 )
2.00% Convertible Senior Notes due 2027 $ 48.89( 9 ) ( 6 ) ( 7 ) Common Stock 3,845,088( 8 ) I Held through SLA Union Holdings L.P.( 4 )( 5 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SLTA VI (GP), L.L.C.
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
MENLO PARK, CA94025
X
Silver Lake Technology Associates VI, L.P.
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
MENLO PARK, CA94025
X
SLP VI Aggregator GP, L.L.C.
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
MENLO PARK, CA94025
X
SLP VI Union Aggregator, L.P.
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
MENLO PARK, CA94025
X
SLP VI Union GP, L.L.C.
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
MENLO PARK, CA94025
X
SLP VI Union Holdings, L.P.
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
MENLO PARK, CA94025
X
SLP VI Union GP II, L.L.C.
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
MENLO PARK, CA94025
X
SLP VI Union Holdings II, L.P.
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
MENLO PARK, CA94025
X
Signatures
By: /s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLTA VI (GP), L.L.C. 11/10/2022
Signature of Reporting Person Date
By: /s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLTA VI (GP), L.L.C., general partner of Silver Lake Technology Associates VI, L.P. 11/10/2022
Signature of Reporting Person Date
By: /s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLTA VI (GP), L.L.C., general partner of Silver Lake Technology Associates VI, L.P., managing member of SLP VI Aggregator GP, L.L.C. 11/10/2022
Signature of Reporting Person Date
By: /s/ Andrew J. Schader, Managing Director and GC of Silver Lake Group, L.L.C., man. member of SLTA VI (GP), L.L.C., GP of Silver Lake Technology Associates VI, L.P., managing member of SLP VI Aggregator GP, L.L.C., GP of SLP VI Union Aggregator, L.P. 11/10/2022
Signature of Reporting Person Date
By: /s/ Andrew J. Schader, Managing Director of SLP VI Union GP, L.L.C. 11/10/2022
Signature of Reporting Person Date
By: /s/ Andrew J. Schader, Managing Director of SLP VI Union GP, L.L.C., general partner of SLP VI Union Holdings, L.P. 11/10/2022
Signature of Reporting Person Date
By: /s/ Andrew J. Schader, Managing Director of SLP VI Union GP II, L.L.C. 11/10/2022
Signature of Reporting Person Date
By: /s/ Andrew J. Schader, Managing Director of SLP VI Union GP II, L.L.C., general partner of SLP VI Union Holdings II, L.P. 11/10/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )SLP VI Union Holdings, L.P. ("SLP Union") holds $376 million principal amount of 2.00% Convertible Senior Notes due 2027 (the "Convertible Notes") of Unity Software Inc. (the "Issuer"). SLP VI Union GP, L.L.C. ("SLP Union GP") is the general partner of SLP Union.
( 2 )SLP VI Union Holdings II, L.P. ("SLP Union II") holds $376 million principal amount of Convertible Notes. SLP VI Union GP II, L.L.C. ("SLP Union GP II") is the general partner of SLP Union II.
( 3 )SLP VI Union Aggregator, L.P. ("SLP Aggregator") is the managing member of SLP Union GP and SLP Union GP II. SLP VI Aggregator GP, L.L.C. ("SLP VI GP") is the general partner of SLP Aggregator. Silver Lake Technology Associates VI, L.P. ("SLTA VI") is the managing member of SLP VI GP. SLTA VI (GP), L.L.C. ("SLTA VI GP") is the general partner of SLTA VI.
( 4 )SLA Union Holdings, L.P. ("SLA Union") holds $188 million principal amount of the Convertible Notes. SLA Union GP, L.L.C. ("SLA Union GP") is the general partner of SLA Union. SLA Union Aggregator, L.P. ("SLA Aggregator") is the managing member of SLA Union GP. SL Alpine II Aggregator GP, L.L.C. ("SLA II GP") is the general partner of SLA Aggregator. Silver Lake Alpine Associates II, L.P. ("SLAA II") is the managing member of SLA II GP. SLAA II (GP), L.L.C. ("SLAA II GP") is the general partner of SLAA II.
( 5 )Silver Lake Group, L.L.C. ("SLG") is the managing member of each of SLTA VI GP and SLAA II GP. Mr. Egon Durban serves as a member of the board of directors of the Issuer and Co-CEO and as a Managing Member of SLG. Each of SLP Union, SLP Union GP, SLP Union II, SLP Union GP II, SLP Aggregator, SLP VI GP, SLTA VI, SLTA VI GP, SLA Union, SLA Union GP, SLA Aggregator, SLA II GP, SLAA II, SLAA II GP and SLG may be deemed to be a director by deputization of the Issuer.
( 6 )On July 13, 2022, affiliates of the Reporting Persons entered into an Investment Agreement with the Issuer (the "Investment Agreement"), pursuant to which, on November 8, 2022, the Issuer issued to certain of the Reporting Persons and their affiliates an aggregate of $940 million principal amount of the Issuer's Convertible Notes under an indenture governing the Convertible Notes. In accordance with the Investment Agreement, each of SLP Union, SLP Union II and SLA Union are restricted from converting the Convertible Notes prior to the earlier of (i) twelve months after the date of issuance and (ii) the consummation of a change of control of the Issuer or entry into a definitive agreement for a transaction that, if consummated, would result in a change of control, in each case, subject to certain exceptions.
( 7 )The Convertib le Notes mature on November 15, 2027, subject to earlier repurchase or conversion in accordance with their terms.
( 8 )Upon conversion of the Convertible Notes, the Issuer will deliver, at its election, cash, shares of Common Stock or a combination thereof. This number represents the number of shares of Common Stock issuable upon conversion of the Convertible Notes if the Issuer elects to settle its conversion obligation solely through the delivery of shares of Common Stock by delivering a number of shares of Common Stock at the initial conversion rate of 20.4526 shares of Common Stock (the "Conversion Rate"), and cash in lieu of fractional shares of Common Stock, per $1,000 principal amount of Convertible Notes. The initial Conversion Rate is subject to adjustment from time to time upon the occurrence of certain customary events in accordance with the terms of an indenture governing the Convertible Notes.
( 9 )The initial Conversion Rate is equivalent to an initial conversion price of approximately $48.89 per share of Common Stock.

Remarks:
Not included on this Form 3 are an aggregate of 34,984,419 shares of Common Stock held by SLG or its affiliated investment funds and additional shares of Common Stock held by Mr. Egon Durban or affiliated investment vehicles. Because no more than 10 reporting persons can file any one Form 3 through the Securities and Exchange Commission's EDGAR system, certain affiliates of the Reporting Persons are filing a separate Form 3. The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under 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, or are subject to Section 16 of the Exchange Act, 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).
** 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.