UiPath, Inc. — Director's Dealing 2021

Apr 21, 2021

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: UiPath, Inc. (PATH)
CIK: 0001734722
Period of Report: 2021-04-20

Reporting Person: Eschenbach Carl M. (Director)

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	16057	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series C-1 Preferred Stock	$		Class A Common Stock (3235377)		Indirect
Series C-1 Preferred Stock	$		Class A Common Stock (3268056)		Indirect
Series C-1 Preferred Stock	$		Class A Common Stock (32679)		Indirect
Series C-2 Preferred Stock	$		Class A Common Stock (2584167)		Indirect
Series C-2 Preferred Stock	$		Class A Common Stock (2610270)		Indirect
Series C-2 Preferred Stock	$		Class A Common Stock (26103)		Indirect
Series D-1 Preferred Stock	$		Class A Common Stock (97911)		Indirect
Series D-1 Preferred Stock	$		Class A Common Stock (97914)		Indirect
Series D-2 Preferred Stock	$		Class A Common Stock (16443)		Indirect
Series D-2 Preferred Stock	$		Class A Common Stock (16440)		Indirect
Series E Preferred Stock	$		Class A Common Stock (26891)		Indirect
Series E Preferred Stock	$		Class A Common Stock (26891)		Indirect

Footnotes

F1: Consists of 16,057 Restricted Stock Units (RSUs). Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement. Following the closing of the Issuer's initial public offering (IPO), 1/16th of the RSUs vest for each quarter of continuous service by the Reporting Person to the Issuer following March 16, 2021 and subject to continuous service through each such vesting date, and in each case subject to a performance based vesting condition satisfied upon the closing of the Issuer's IPO.

F2: Each share of Series C-1 Preferred Stock, Series C-2 Preferred Stock, Series D-1 Preferred Stock, Series D-2 Preferred Stock and Series E Preferred Stock will automatically convert into one share of Class A Common Stock immediately prior to the closing of the Issuer's IPO, and has no expiration date.

F3: The Reporting Person is a director and stockholder of SC US (TTGP), Ltd. SC US (TTGP), Ltd. is (i) the general partner of SC U.S. Growth VII Management, L.P., which is the general partner of each of Sequoia Capital U.S. Growth Fund VII, L.P. and Sequoia Capital U.S. Growth VII Principals Fund, L.P.; and (ii) the general partner of SC U.S. Growth VIII Management, L.P., which is the general partner of Sequoia Capital U.S. Growth Fund VIII, L.P. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his 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.