| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Unity Software Inc. [ U ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/07/2022 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 11/07/2022 | A | 4,748,146(1)(2) | A | (1)(2)(3) | 4,748,146 | I | See footnote(4)(5) | ||
| Common Stock | 11/07/2022 | A | 1,584,074 | A | (3)(6) | 1,584,074 | D | |||
| Common Stock | 11/07/2022 | A | 20,385 | A | (3)(7) | 1,604,459 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (Right to Buy) | $28.84 | 11/07/2022 | A | 761,028(8)(9) | (8)(9) | 01/16/2031 | Common Stock | 761,028 | $0 | 761,028 | D | ||||
| Stock Option (Right to Buy) | $22.32 | 11/07/2022 | A | 54,359(10)(11) | (10)(11) | 07/07/2022 | Common Stock | 54,359 | $0 | 54,359 | D | ||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Received in exchange for 29,067,317 Class A ordinary shares, no par value ("ironSource Class A ordinary shares"), and 14,533,659 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 (the "Merger Consideration"). |
| 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 Agathy Holdings Ltd. ("Agathy Holdings"). Each of Tomer Bar-Zeev and Yuli Bar-Zeev, Tomer Bar-Zeev's spouse, is a director of Agathy Holdings, and in such capacity possess voting power and dispositive power on behalf of Agathy Holdings with respect to securities held by Agathy Holdings. Tomer Bar-Zeev is a director of the Issuer. Agathy Holdings may be deemed to be a director by deputization of the Issuer. The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). This filing shall not be deemed an admission that the Reporting Persons are subject to Section 16 of the Exchange Act. |
| 5. Each Reporting Person disclaims beneficial ownership of such shares 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 purposes. |
| 6. Received in exchange for 12,479 ironSource Class A ordinary shares, and 14,533,658 ironSource Class B ordinary shares pursuant to the Merger Agreement. Pursuant to the Merger Agreement, at the Effective Time, each ironSource Ordinary Share was converted into the right to receive the Merger Consideration. |
| 7. Received in exchange for restricted stock units ("ironSource RSUs") representing 187,187 ironSource Ordinary Shares. Pursuant to the Merger Agreement, at the Effective Time, such ironSource RSUs were assumed by the Issuer and converted into restricted stock units representing a number of shares of Common Stock ("RSUs"), with such RSUs subject to substantially the same terms and conditions applicable to such ironSource RSUs, except that the number of shares of Common Stock subject to such RSUs is equal to the product obtained by multiplying (x) the number of ironSource Ordinary Shares subject to such ironSource RSUs by (y) the Exchange Ratio, rounded up to the nearest whole share for any fractional shares of Common Stock resulting from the calculation. These RSUs vest in equal quarterly installments over a four-year period beginning on July 7, 2022, such that on July 7, 2026, these RSUs will be 100% vested, subject to the Reporting Person's continued service through the vesting period. |
| 8. Received in exchange for options to purchase ("ironSource Options") 6,988,322 ironSource Ordinary Shares at an exercise price of $3.14 per share. Pursuant to the Merger Agreement, at the Effective Time, such ironSource Options were assumed by the Issuer and converted into options to purchase a number of shares of Common Stock ("Options"), with such Options subject to substantially the same terms as such ironSource Options, except that such Options (a) represent an option to acquire a number of shares of Common Stock, rounded down to the nearest whole number of shares, equal to the product obtained by multiplying (x) the number of ironSource Ordinary Shares subject to such ironSource Options, by (y) the Exchange Ratio, and (b) have an exercise price per share of Common Stock equal to the quotient obtained by dividing (i) the per share exercise price for ironSource Ordinary Shares subject to such ironSource Options by (ii) the Exchange Ratio, rounded up to the nearest whole cent. |
| 9. These ironSource Options vested 33% on January 17, 2022, with the remaining 67% vesting in equal quarterly installments over a two-year period beginning on January 17, 2023, such that on January 17, 2024, such Options will be 100% vested, subject to the Reporting Person's continued service through the vesting period. |
| 10. Received in exchange for ironSource Options to purchase 499,166 ironSource Ordinary Shares at an exercise price of $2.43 per share. Pursuant to the Merger Agreement, at the Effective Time, such ironSource Options were assumed by the Issuer and converted into Options to purchase a number of shares of Common Stock, with such Options subject to substantially the same terms as such ironSource Options, except that such Options (a) represent an option to acquire anumber of shares of Common Stock, rounded down to the nearest whole number of shares, equal to the product obtained by multiplying (x) the number of ironSource Ordinary Shares subject to such ironSource Options, by (y) the Exchange Ratio, and (b) have an exercise price per share of Common Stock equal to the quotient obtained by dividing (i) the per share exercise price for ironSource Ordinary Shares subject to such ironSource Options by (ii) the Exchange Ratio, rounded up to the nearest whole cent. |
| 11. These ironSource Options vest in equal quarterly installments over a four-year period beginning on July 7, 2022, such that on July 7, 2026, these ironSource Options will be 100% vested, subject to the Reporting Person's continued service through the vesting period. |
| Remarks: |
| /s/ Nora Go, Attorney-in-fact for Tomer Bar-Zeev | 11/09/2022 | |
| /s/ Nora Go, Attorney-in-fact for Agathy Holdings, Ltd. | 11/09/2022 | |
| ** 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. | ||
