Sec Form 4 Filing - RICCITIELLO JOHN S. @ Unity Software Inc. - 2020-06-04

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 RICCITIELLO JOHN S. 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 X __ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) C/O UNITY SOFTWARE INC., 30 3RD STREET 3. Date of Earliest Transaction (MM/DD/YY) 06/04/2020 (Street) SAN FRANCISCO, CA94103 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 06/04/2020 A 437,500 ( 1 ) A $ 0 7,221,232 D Common Stock 06/09/2020 M 65,083 A $ 1.425 65,083 I See footnote ( 2 ) Common Stock 06/16/2020 S 21,500 D $ 31 43,583 I See footnote ( 2 ) Common Stock 06/27/2020 S 43,583 D $ 29.5 0 I See footnote ( 2 ) Common Stock 06/23/2020 S 1,400,000 D $ 27.5 5,821,232 D Common Stock 11/16/2020 M 209,999 A $ 4.03 6,031,231 D Common Stock 11/16/2020 M 101,237 A $ 1.425 101,237 I See footnote ( 2 ) Common Stock 11/16/2020 M 89,999 A $ 4.03 191,236 I See footnote ( 2 ) Common Stock 11/16/2020 M 32,999 A $ 11.28 224,235 I See footnote ( 2 ) Common Stock 11/16/2020 S 24,088 D $ 106.49 ( 3 ) 6,007,143 D Common Stock 11/16/2020 S 72,805 D $ 107.36 ( 4 ) 5,934,338 D Common Stock 11/16/2020 S 42,095 D $ 108.34 ( 5 ) 5,892,243 D Common Stock 11/16/2020 S 23,950 D $ 109.33 ( 6 ) 5,868,293 D Common Stock 11/16/2020 S 26,705 D $ 110.38 ( 7 ) 5,841,588 D Common Stock 11/16/2020 S 20,256 D $ 111.15 ( 8 ) 5,821,332 D Common Stock 11/16/2020 S 100 D $ 112 5,821,232 D Common Stock 11/16/2020 S 8,188 D $ 105.98 ( 9 ) 216,047 I See footnote ( 2 ) Common Stock 11/16/2020 S 26,113 D $ 106.88 ( 10 ) 189,934 I See footnote ( 2 ) Common Stock 11/16/2020 S 39,484 D $ 107.94 ( 11 ) 150,450 I See footnote ( 2 ) Common Stock 11/16/2020 S 77,635 D $ 108.97 ( 12 ) 72,815 I See footnote ( 2 ) Common Stock 11/16/2020 S 65,289 D $ 109.93 ( 13 ) 7,526 I See footnote ( 2 ) Common Stock 11/16/2020 S 6,226 D $ 110.91 ( 14 ) 1,300 I See footnote ( 2 ) Common Stock 11/16/2020 S 1,300 D $ 111.95 ( 15 ) 0 I See footnote ( 2 )

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 Stock Option (Right to Buy) $ 19.62 06/04/2020 A 875,000 ( 16 ) 06/03/2030 Common Stock 875,000 $ 0 875,000 D Stock Option (Right to Buy) $ 1.425 06/09/2020 M 65,083 ( 17 ) 05/04/2025 Common Stock 65,083 $ 0 674,917 I See footnote ( 2 ) Stock Option (Right to Buy) $ 4.03 11/16/2020 M 209,999 ( 18 ) 03/27/2027 Common Stock 209,999 $ 0 3,790,001 D Stock Option (Right to Buy) $ 1.425 11/16/2020 M 101,237 ( 17 ) 05/04/2025 Common Stock 101,237 $ 0 573,680 I See footnote ( 2 ) Stock Option (Right to Buy) $ 4.03 11/16/2020 M 89,999 ( 17 ) 03/27/2027 Common Stock 89,999 $ 0 510,001 I See footnote ( 2 ) Stock Option (Right to Buy) $ 11.28 11/16/2020 M 32,999 ( 17 ) 04/06/2029 Common Stock 32,999 $ 0 187,001 I See footnote ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other RICCITIELLO JOHN S. C/O UNITY SOFTWARE INC. 30 3RD STREET SAN FRANCISCO, CA94103 X President and CEO Signatures /s/ Ruth Ann Keene, Attorney-in-fact 11/18/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reporting person received an award of 437,500 shares issuable pursuant to restricted stock units on June 4, 2020. 20% of the shares subject to this award vest on each of May 25, 2022 and May 25, 2023 and 30% of the shares subject to this award vest on each of May 25, 2024 and May 25, 2025, subject to the reporting person's continued service through each vesting date. ( 2 )The securities are held by the reporting person's fiancee. ( 3 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $105.88 to $106.88, inclusive. The Reporting Person undertakes 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 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $106.89 to $107.89, inclusive. The Reporting Person undertakes 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. ( 5 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $107.90 to $108.90, inclusive. The Reporting Person undertakes 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. ( 6 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $108.91 to $109.91, inclusive. The Reporting Person undertakes 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. ( 7 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $109.92 to $110.90, inclusive. The Reporting Person undertakes 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. ( 8 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $110.93 to $111.75, inclusive. The Reporting Person undertakes 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. ( 9 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $105.42 to $106.40, inclusive. The Reporting Person undertakes 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. ( 10 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $106.43 to $107.41, inclusive. The Reporting Person undertakes 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. ( 11 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $107.49 to $108.49, inclusive. The Reporting Person undertakes 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. ( 12 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $108.50 to $109.50, inclusive. The Reporting Person undertakes 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. ( 13 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $109.53 to $110.51, inclusive. The Reporting Person undertakes 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. ( 14 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $110.62 to $111.54, inclusive. The Reporting Person undertakes 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. ( 15 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $111.70 to $112.34, inclusive. The Reporting Person undertakes 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. ( 16 )The underlying option is exercisable as follows: 20% of the shares subject to the option vest on each of March 31, 2022 and March 31, 2023 and 30% of the shares subject to the option vest on each of March 31, 2024 and March 31, 2025, subject to the reporting person's continued service through each vesting date. ( 17 )Fully vested. ( 18 )The underlying option is exercisable as follows: 2.5% of the shares subject to the option vested on December 31, 2018 and 32.5% of the shares vest annually thereafter for 3 years, subject to the reporting person's continued service through each vesting date.

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).

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