Unity Software Inc. — Major Shareholding Notification 2022

Feb 14, 2022

SC 13G/A 1 p22-0496sc13ga.htm UNITY SOFTWARE INC.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
Unity Software Inc.
(Name of Issuer)
Common Stock, $0.000005
par value
(Title of Class of Securities)
91332U101
(CUSIP Number)
December 31, 2021
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
x	Rule 13d-1(b)
¨	Rule 13d-1(c)
¨	Rule 13d-1(d)
(Page 1 of 7 Pages)

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*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“ Act ”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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CUSIP No. 91332U101 13G/A Page 2 of 7 Pages

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1	NAME OF REPORTING PERSON D1 Capital Partners L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 0
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0%
12	TYPE OF REPORTING PERSON PN, IA

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CUSIP No. 91332U101 13G/A Page 3 of 7 Pages

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1	NAME OF REPORTING PERSON Daniel Sundheim
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 0
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0%
12	TYPE OF REPORTING PERSON IN, HC

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CUSIP No. 91332U101 13G/A Page 4 of 7 Pages

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Item 1(a).
Unity Software Inc. (the “ Issuer ”)

Item 1(b).
303 rd Street San Francisco, CA 94103

Item 2(a).	Name of Person Filing.
	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 .”
Item 2(b).	Address of Principal Business Office.
	D1 Capital Partners L.P. 9 West 57 th Street, 36 th Floor New York, New York 10019 Daniel Sundheim c/o D1 Capital Partners L.P. 9 West 57 th Street, 36 th Floor New York, New York 10019
Item 2(c).	Place of Organization.
	Investment Manager – Delaware Mr. Sundheim – United States of America

Item 2(d).
Common stock, $0.000005 par value (the “ Common Stock ”)

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CUSIP No. 91332U101 13G/A Page 5 of 7 Pages

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Item 2(e).
91332U101

ITEM 3. If this Statement is Filed Pursuant to §§ 240.13d-1(b) or 240.13d-2(b), or (c), check whether the Person Filing is a:

(a)	¨	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	¨	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	¨	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	¨	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	x	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	¨	An employee benefit plan or endowment fund in accordance
with § 240.13d-1(b)(1)(ii)(F);
(g)	x	A parent holding company or control person in accordance
with § 240.13d-1(b)(1)(ii)(G);
(h)	¨	A savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C.1813);
(i)	¨	A church plan that is excluded from the definition of an investment company
under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	¨	A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
(k)	¨	Group, in accordance with §240.13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution:_______

Item 4.
The information required by Items 4(a) – (c) is set forth in Rows (5) – (11) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.

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CUSIP No. 91332U101 13G/A Page 6 of 7 Pages

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| Item 5. |
| --- |
| If this statement is being filed to report the
fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of
securities, check the following: x |

Item 6.
Not applicable.

Item 7.
Not applicable.

Item 8.
Not applicable.

Item 9.
Not applicable.

| Item 10. |
| --- |
| By signing below each Reporting Person certifies that,
to the best of his or its knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of
business and were not acquired for the purpose of or with the effect of changing or influencing the control of the issuer of the securities
and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |

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CUSIP No. 91332U101 13G/A Page 7 of 7 Pages

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: February 14, 2022
D1 Capital Partners L.P.
By: /s/ Amanda Hector
Name: Amanda Hector
Title: General Counsel and Chief Compliance Officer
/s/ Daniel Sundheim
DANIEL SUNDHEIM