Sec Form 4 Filing - Dovrat Shlomo @ Unity Software Inc. - 2022-11-07

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
Dovrat Shlomo
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 UNITY SOFTWARE INC., 30 3RD STREET
3. Date of Earliest Transaction (MM/DD/YY)
11/07/2022
(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 11/07/2022 A 7,995,614( 1 )( 2 ) A 7,995,614 I By Viola Ventures III, L.P.( 4 )
Common Stock 11/07/2022 A 16,142( 5 ) A $ 0 16,142 D
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
Dovrat Shlomo
C/O UNITY SOFTWARE INC.
30 3RD STREET
SAN FRANCISCO, CA94103
X
Signatures
/s/ Nora Go, Attorney-in-fact for Shlomo Dovrat 11/09/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Received in exchange for 36,710,809 Class A ordinary shares, no par value ("ironSource Class A ordinary shares"), and 36,710,809 Class B ordinary shares, no par value ("ironSource Class B ordinary shares" and together with the ironSource Class A ordinary shares, the "ironSource Ordinary Shares"), of ironSource Ltd. ("ironSource") pursuant to the Agreement and Plan of Merger, dated as of July 13, 2022, by and among Unity Software Inc. (the "Issuer"), Ursa Aroma Merger Subsidiary Ltd., a wholly owned subsidiary of the Issuer ("Merger Sub"), and ironSource (the "Merger Agreement"), pursuant to which ironSource merged with and into Merger Sub with ironSource surviving as a wholly owned subsidiary of the Issuer (the "Merger").
( 2 )Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each ironSource Ordinary Share was converted into the right to receive 0.1089 shares (the "Exchange Ratio") of common stock, par value $0.000005 per share, of the Issuer ("Common Stock"), rounded up or down to the nearest whole share for any fractional shares of Common Stock resulting from the calculation.
( 3 )On the date immediately prior to the Effective Time, the closing price of the Common Stock on the New York Stock Exchange ("NYSE") was $24.78 per share and the closing price of ironSource Class A ordinary shares on the NYSE was $2.74 per share. ironSource Class B ordinary shares were not traded on any exchange.
( 4 )The shares of Common Stock reported in this line are held directly by Viola Ventures III, L.P. ("Viola Ventures III"). Viola Ventures GP 3 Ltd. ("Viola Ventures GP") is the sole general partner of Viola Ventures III. Shlomo Dovrat is a director of Viola Ventures GP, and in such capacity possesses voting power and dispositive power on behalf of Viola Ventures III with respect to securities held by Viola Ventures III.
( 5 )Represents restricted stock units ("RSUs") granted to the Reporting Person. These RSUs vest in equal quarterly installments over a three-year period beginning on November 7, 2022, such that on November 7, 2025, such RSUs will be 100% vested, subject to the Reporting Person's continued service through the vesting period.

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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