D1 Capital Partners Form 4 Maplebear / Daniel S. Sundheim ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

D1 Capital Partners L.P.

(Last)

(First)

(Middle)

9 WEST 57TH STREET

36TH FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Maplebear Inc. [ CART ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
09/21/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/21/2023		C		4,929,074	A	⁽¹⁾	6,857,551	I	See footnotes⁽³⁾⁽⁴⁾
Common Stock	09/21/2023		C		1,126,930	A	⁽¹⁾	7,984,481	I	See footnotes⁽³⁾⁽⁴⁾
Common Stock	09/21/2023		C		1,079,905	A	⁽¹⁾	9,064,386	I	See footnotes⁽³⁾⁽⁴⁾
Common Stock	09/21/2023		C		26,017,127	A	⁽¹⁾	35,081,513	I	See footnotes⁽³⁾⁽⁴⁾
Common Stock	09/21/2023		C		1,039,675	A	⁽¹⁾	36,121,188	I	See footnotes⁽³⁾⁽⁴⁾
Common Stock	09/21/2023		C		500,000	A	⁽¹⁾	36,621,188	I	See footnotes⁽³⁾⁽⁴⁾
Common Stock	09/21/2023		C		120,000	A	⁽¹⁾	36,741,188	I	See footnotes⁽³⁾⁽⁴⁾
Non-Voting Common Stock	09/21/2023		J⁽²⁾		100,747	D	⁽²⁾	0	I	See footnotes⁽³⁾⁽⁴⁾
Common Stock	09/21/2023		J⁽²⁾		100,747	A	⁽²⁾	36,841,935	I	See footnotes⁽³⁾⁽⁴⁾
Non-Voting Common Stock	09/21/2023		J⁽²⁾		14,283	D	⁽²⁾	0	I	See footnotes⁽⁴⁾⁽⁵⁾
Common Stock	09/21/2023		J⁽²⁾		14,283	A	⁽²⁾	14,283	I	See footnotes⁽⁴⁾⁽⁵⁾
Common Stock	09/21/2023		P		1,000,000	A	$30	37,841,935	I	See footnotes⁽³⁾⁽⁴⁾

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock	⁽¹⁾	09/21/2023		C			4,929,074	⁽¹⁾	⁽¹⁾	Common Stock	4,929,074	$0	0	I	See footnotes⁽³⁾⁽⁴⁾
Series C Preferred Stock	⁽¹⁾	09/21/2023		C			1,126,930	⁽¹⁾	⁽¹⁾	Common Stock	1,126,930	$0	0	I	See footnotes⁽³⁾⁽⁴⁾
Series D Preferred Stock	⁽¹⁾	09/21/2023		C			1,079,905	⁽¹⁾	⁽¹⁾	Common Stock	1,079,905	$0	0	I	See footnotes⁽³⁾⁽⁴⁾
Series F Preferred Stock	⁽¹⁾	09/21/2023		C			26,017,127	⁽¹⁾	⁽¹⁾	Common Stock	26,017,127	$0	0	I	See footnotes⁽³⁾⁽⁴⁾
Series G Preferred Stock	⁽¹⁾	09/21/2023		C			1,039,675	⁽¹⁾	⁽¹⁾	Common Stock	1,039,675	$0	0	I	See footnotes⁽³⁾⁽⁴⁾
Series H Preferred Stock	⁽¹⁾	09/21/2023		C			500,000	⁽¹⁾	⁽¹⁾	Common Stock	500,000	$0	0	I	See footnotes⁽³⁾⁽⁴⁾
Series I Preferred Stock	⁽¹⁾	09/21/2023		C			120,000	⁽¹⁾	⁽¹⁾	Common Stock	120,000	$0	0	I	See footnotes⁽³⁾⁽⁴⁾

1. Name and Address of Reporting Person^*

D1 Capital Partners L.P.

(Last)

(First)

(Middle)

9 WEST 57TH STREET

36TH FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Sundheim Daniel S.

(Last)

(First)

(Middle)

C/O D1 CAPITAL PARTNERS L.P.

9 WEST 57TH STREET, 36TH FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

Explanation of Responses:

1. Immediately prior to the closing of the Issuer's initial public offering, each share of Series A Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series F Preferred Stock, Series G Preferred Stock, Series H Preferred Stock and Series I Preferred Stock converted into shares of Common Stock on a 1:1 basis.

2. Each share of Non-Voting Common Stock was automatically converted into one share of Common Stock in connection with the closing of the Issuer's initial public offering of common stock.

3. This statement is filed by D1 Capital Partners L.P. (the "Investment Manager") and Daniel Sundheim ("Mr. Sundheim"). The foregoing persons are hereinafter sometimes referred to as the "Reporting Persons." The Investment Manager is a registered investment adviser and serves as the investment manager of private investment vehicles and accounts, including D1 Iconoclast Holdings LP ("D1 Iconoclast") and D1 Master Holdco I LLC ("D1 Master Holdco"), and as an investment consultant to certain private investment vehicles and accounts, including GCM Grosvenor IC SPV, LLC ("GCM IC") and GCM Grosvenor IC SPV 2, LLC ("GCM IC 2") and may be deemed to beneficially own the securities held by D1 Iconoclast, D1 Master Holdco, GCM IC, and GCM IC 2. Mr. Sundheim may be deemed to beneficially own the reported securities by virtue of the fact that Mr. Sundheim indirectly controls the Investment Manager.

4. The filing of this statement should not be construed as an admission that any Reporting Person is, for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the beneficial owner of the securities reported except to the extent of its pecuniary interest therein.

5. Represents restricted stock units ("RSUs") received by Mr. Sundheim. Certain of the RSUs remain subject to service-based vesting conditions. Mr. Sundheim may be deemed to hold the securities reported herein for the benefit of certain funds and accounts to which the Investment Manager serves as the investment manager or investment consultant.

Remarks:

The Investment Manager may be deemed to be a director by deputization for purposes of Section 16 under the Securities Exchange Act of 1934 by virtue of the fact that Mr. Sundheim currently serves on the board of directors of the Issuer.

	D1 Capital Partners, L.P., by /s/ Amanda Hector, General Counsel and Chief Compliance Officer	09/25/2023
	/s/ Daniel S. Sundheim	09/25/2023
	** Signature of Reporting Person	Date
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D1 Capital Partners Form 4Maplebear / Daniel S. Sundheim ownership change