Sequoia Grove II Form 4 Unity Software / DOUGLAS M LEONE 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^*

SC US (TTGP), LTD.

(Last)

(First)

(Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Unity Software Inc. [ U ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2024

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	03/01/2024		J⁽¹⁾		3,009,638	D	$0⁽¹⁾	6,019,273	I	Sequoia Capital XII, L.P.⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	03/01/2024		J⁽¹⁾		457,664	D	$0⁽¹⁾	915,328	I	Sequoia Capital XII Principals Fund, LLC⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	03/01/2024		J⁽¹⁾		160,232	D	$0⁽¹⁾	320,464	I	Sequoia Technology Partners XII, L.P.⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	03/01/2024		J⁽¹⁾		1,966,834	D	$0⁽¹⁾	3,933,670	I	Sequoia Capital Global Growth Fund, L.P.⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	03/01/2024		J⁽¹⁾		71,330	D	$0⁽¹⁾	142,661	I	Sequoia Capital Global Growth Principals Fund, L.P.⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	03/01/2024		J⁽¹⁾		4,501,182	D	$0⁽¹⁾	4,501,181	I	Sequoia Capital Global Growth Fund III - Endurance Partners, L.P.⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	03/01/2024		J⁽¹⁾		1,684,940	D	$0⁽¹⁾	1,684,939	I	Sequoia Capital U.S. Growth Fund VI, L.P.⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	03/01/2024		J⁽¹⁾		120,542	D	$0⁽¹⁾	120,542	I	Sequoia Capital U.S. Growth VI Principals Fund, L.P.⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	03/01/2024		J⁽¹⁾		616,325	D	$0⁽¹⁾	777,578	I	Sequoia Grove II, LLC⁽⁵⁾
Common Stock	03/01/2024		J⁽¹⁾		8,613,477	A	$0⁽¹⁾	16,051,489	I	Sequoia Capital Fund, LP⁽⁶⁾
Common Stock	03/01/2024		J⁽¹⁾		848,512	A	$0⁽¹⁾	2,235,363	I	Sequoia Capital Fund Parallel, LLC⁽⁶⁾
Common Stock	03/04/2024		J⁽¹⁾		94,063	D	$0⁽¹⁾	2,141,300	I	Sequoia Capital Fund Parallel, LLC⁽⁶⁾

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)

1. Name and Address of Reporting Person^*

SC US (TTGP), LTD.

(Last)

(First)

(Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

LEONE DOUGLAS M

(Last)

(First)

(Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

GOETZ JAMES J

(Last)

(First)

(Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SC U.S. GROWTH VI MANAGEMENT, L.P.

(Last)

(First)

(Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SEQUOIA CAPITAL U.S. GROWTH FUND VI, L.P.

(Last)

(First)

(Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SEQUOIA CAPITAL U.S. GROWTH VI PRINCIPALS FUND, L.P.

(Last)

(First)

(Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Sequoia Grove Manager, LLC

(Last)

(First)

(Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Sequoia Grove II, LLC

(Last)

(First)

(Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Sequoia Capital Fund Parallel, LLC

(Last)

(First)

(Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Sequoia Capital Fund, L.P.

(Last)

(First)

(Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Explanation of Responses:

1. Represents a pro rata distribution of Common Stock of the Issuer to partners or members of the applicable distributing fund for no consideration and includes subsequent distributions by general partners or managing members to their respective partners or members and, in certain cases, the contribution by such partners or members to the applicable recipient fund.

2. SC US (TTGP), Ltd. is (i) the general partner of SC U.S. Growth VI Management, L.P., which is the general partner of each of Sequoia Capital U.S. Growth Fund VI, L.P. (GFVI) and Sequoia Capital U.S. Growth VI Principals Fund, L.P. (GFVI PF) (collectively, the GFVI Funds); (ii) the general partner of SCGGF Management, L.P., which is the general partner of each of Sequoia Capital Global Growth Fund, LP (GGF) and Sequoia Capital Global Growth Principals Fund, LP (GGF PF) (collectively, the GGF Funds); and (iii) the general partner of SCGGF III - Endurance Partners Management, L.P., which is the general partner of Sequoia Capital Global Growth Fund III - Endurance Partners, L.P. (GGF III). As a result, SC US (TTGP), Ltd. may be deemed to share voting and dispositive power with respect to the shares held by GGF III and the GGF Funds. SC XII Management, LLC is the general partner of each of Sequoia Capital XII, L.P. (XII) and Sequoia Technology Partners XII, L.P.

3. (continued from footnote 2) (STP XII), and the managing member of Sequoia Capital XII Principals Fund, LLC (XII PF) (collectively the XII Funds). As a result, and by virtue of the relationships described in this paragraph, SC XII Management, LLC may be deemed to share beneficial ownership with respect to the shares held by the XII Funds. In addition, the directors and stockholders of SC US (TTGP), Ltd. who exercise voting and investment discretion with respect to the GGF Funds are Douglas Leone and James Goetz, and the directors and stockholders of SC US (TTGP), Ltd. who exercise voting and investment discretion with respect to GGF III are Douglas Leone and Roelof Botha. By virtue of the relationships described in this paragraph, Douglas Leone and James Goetz may be deemed to share voting and dispositive power with respect to the shares held by the GGF Funds,

4. (continued from footnote 3) and Douglas Leone and Roelof Botha may be deemed to share voting and dispositive power with respect to the shares held by GGF III. Each of the reporting persons disclaims beneficial ownership of the shares held by the XII Funds, the GFVI Funds, the GGF Funds, and GGF III, as applicable, except to the extent of his or its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

5. Sequoia Grove Manager, LLC is the manager of Sequoia Grove II, LLC. As a result, Sequoia Grove Manager, LLC may be deemed to share beneficial ownership with respect to the shares held by Sequoia Grove II, LLC. Each of Sequoia Grove Manager, LLC and Sequoia Grove II, LLC disclaims beneficial ownership of the shares held by Sequoia Grove II, LLC except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.

6. SC US (TTGP), Ltd. is (i) the general partner of Sequoia Capital Fund Management, L.P., which is the general partner of Sequoia Capital Fund, LP (SCF) and the managing member Sequoia Capital Fund Parallel, LLC (SCFP). As a result, SC US (TTGP), Ltd. may be deemed to share voting and dispositive power with respect to the shares held by SCF and SCFP. Each of the reporting persons disclaims beneficial ownership of the shares held by SCF and SCFP except to the extent of his or its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

Remarks:

Form 2 of 3

	/s/ Jung Yeon Son, by power of attorney for Roelof Botha, a Director of SC US (TTGP), Ltd.	03/05/2024
	/s/ Jung Yeon Son, by power of attorney for Douglas Leone	03/05/2024
	/s/ Jung Yeon Son, by power of attorney for James Goetz	03/05/2024
	/s/ Jung Yeon Son, by power of attorney for Roelof Botha, a Director of SC US (TTGP), Ltd., the General Partner of SC U.S. Growth VI Management, L.P.	03/05/2024
	/s/ Jung Yeon Son, by power of attorney for Roelof Botha, a Director of SC US (TTGP), Ltd., the General Partner of SC U.S. Growth VI Management, L.P., the General Partner of Sequoia Capital U.S. Growth VI Fund, L.P.	03/05/2024
	/s/ Jung Yeon Son, by power of attorney for Roelof Botha, a Director of SC US (TTGP), Ltd., the General Partner of SC U.S. Growth VI Management, L.P., the General Partner of Sequoia Capital U.S. Growth VI Principals Fund, L.P.	03/05/2024
	/s/ Jung Yeon Son, by power of attorney for Roelof Botha, a Managing Member of Sequoia Grove Manager, LLC	03/05/2024
	/s/ Jung Yeon Son, by power of attorney for Roelof Botha, a Managing Member of Sequoia Grove Manager, LLC, the manager of Sequoia Grove II, LLC	03/05/2024
	/s/ Jung Yeon Son, by power of attorney for Roelof Botha, a Director of SC US (TTGP), Ltd., the General Partner of Sequoia Capital Fund Management, L.P., which is the General Partner of Sequoia Capital Fund, LP	03/05/2024
	/s/ Jung Yeon Son, by power of attorney for Roelof Botha, a Director of SC US (TTGP), Ltd., the General Partner of Sequoia Capital Fund Management, L.P., which is the Managing Member of Sequoia Capital Fund Parallel, LLC	03/05/2024
	** Signature of Reporting Person	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).
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.

Sequoia Grove II Form 4Unity Software / DOUGLAS M LEONE ownership change