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Unity Software Inc. — Major Shareholding Notification 2023
Feb 14, 2023
30357_mrq_2023-02-14_3b64a0d8-30d9-4b9e-a92e-c930c30a504e.zip
Major Shareholding Notification
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SC 13G/A 1 d423082dsc13ga.htm SC 13G/A SC 13G/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and
Amendments Thereto Filed Pursuant to § 240.13d-2
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Unity Software Inc.
(Name of Issuer)
Common Stock, par value $0.000005 per share
(Title of Class of Securities)
913320101**
(CUSIP Number)
December 31, 2022
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
- The remainder of this cover page shall be filled out for a reporting persons 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.
** This CUSIP number applies to the Issuers Common Stock.
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).
| 1 | NAME OF REPORTING PERSON SEQUOIA CAPITAL U.S. GROWTH FUND VI, L.P. (SEQUOIA CAPITAL U.S. GROWTH FUND VI) |
|---|---|
| 2 | CHECK THE APPROPRIATE BOX |
| IF A MEMBER OF A GROUP (a) ☐ (b) ☐ | |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF |
| ORGANIZATION CAYMAN | |
| ISLANDS |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | SOLE VOTING POWER 0 |
|---|---|
| 6 | SHARED VOTING POWER 3,369,879 |
| 7 | SOLE DISPOSITIVE POWER 0 |
| 8 | SHARED DISPOSITIVE POWER 3,369,879 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,369,879 |
|---|---|
| 10 | CHECK BOX IF THE AGGREGATE |
| AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | |
| 11 | PERCENT OF CLASS |
| REPRESENTED BY AMOUNT IN ROW 9 1.1%1 | |
| 12 | TYPE OF REPORTING |
| PERSON PN |
1 Based on a total of 300,746,859 shares of Common Stock outstanding as of November 2, 2022, as reported in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2022.
| 1 | NAME OF REPORTING PERSON SEQUOIA CAPITAL U.S. GROWTH PRINCIPALS VI FUND, L.P. (SEQUOIA CAPITAL U.S. GROWTH PRINCIPALS VI FUND) |
|---|---|
| 2 | CHECK THE APPROPRIATE BOX |
| IF A MEMBER OF A GROUP (a) ☐ (b) ☐ | |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF |
| ORGANIZATION CAYMAN | |
| ISLANDS |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | SOLE VOTING POWER 0 |
|---|---|
| 6 | SHARED VOTING POWER 241,084 |
| 7 | SOLE DISPOSITIVE POWER 0 |
| 8 | SHARED DISPOSITIVE POWER 241,084 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 241,084 |
|---|---|
| 10 | CHECK BOX IF THE AGGREGATE |
| AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | |
| 11 | PERCENT OF CLASS |
| REPRESENTED BY AMOUNT IN ROW 9 0.1%1 | |
| 12 | TYPE OF REPORTING |
| PERSON PN |
1 Based on a total of 300,746,859 shares of Common Stock outstanding as of November 2, 2022, as reported in the Issuers Quarterly Report on Form 10-Q filed filed with the Securities and Exchange Commission on November 9, 2022.
| 1 | NAME OF REPORTING PERSON SEQUOIA CAPITAL GLOBAL GROWTH FUND, L.P. (SEQUOIA CAPITAL GLOBAL GROWTH FUND) |
|---|---|
| 2 | CHECK THE APPROPRIATE BOX |
| IF A MEMBER OF A GROUP (a) ☐ (b) ☐ | |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF |
| ORGANIZATION CAYMAN | |
| ISLANDS |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | SOLE VOTING POWER 0 |
|---|---|
| 6 | SHARED VOTING POWER 5,900,504 |
| 7 | SOLE DISPOSITIVE POWER 0 |
| 8 | SHARED DISPOSITIVE POWER 5,900,504 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,900,504 |
|---|---|
| 10 | CHECK BOX IF THE AGGREGATE |
| AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | |
| 11 | PERCENT OF CLASS |
| REPRESENTED BY AMOUNT IN ROW 9 2.0%1 | |
| 12 | TYPE OF REPORTING |
| PERSON PN |
1 Based on a total of 300,746,859 shares of Common Stock outstanding as of November 2, 2022, as reported in the Issuers Quarterly Report on Form 10-Q filed filed with the Securities and Exchange Commission on November 9, 2022.
| 1 | NAME OF REPORTING PERSON SEQUOIA CAPITAL GLOBAL GROWTH PRINCIPALS FUND, L.P. (SEQUOIA CAPITAL GLOBAL GROWTH PRINCIPALS FUND) |
|---|---|
| 2 | CHECK THE APPROPRIATE BOX |
| IF A MEMBER OF A GROUP (a) ☐ (b) ☐ | |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF |
| ORGANIZATION CAYMAN | |
| ISLANDS |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | SOLE VOTING POWER 0 |
|---|---|
| 6 | SHARED VOTING POWER 213,991 |
| 7 | SOLE DISPOSITIVE POWER 0 |
| 8 | SHARED DISPOSITIVE POWER 213,991 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 213,991 |
|---|---|
| 10 | CHECK BOX IF THE AGGREGATE |
| AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | |
| 11 | PERCENT OF CLASS |
| REPRESENTED BY AMOUNT IN ROW 9 0.1%1 | |
| 12 | TYPE OF REPORTING |
| PERSON PN |
1 Based on a total of 300,746,859 shares of Common Stock outstanding as of November 2, 2022, as reported in the Issuers Quarterly Report on Form 10-Q filed filed with the Securities and Exchange Commission on November 9, 2022.
| 1 | NAME OF REPORTING PERSON SEQUOIA CAPITAL GLOBAL GROWTH FUND III ENDURANCE PARTNERS, L.P. (SEQUOIA CAPITAL GLOBAL GROWTH FUND III ENDURANCE
PARTNERS) |
| --- | --- |
| 2 | CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☐ (b) ☐ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF
ORGANIZATION CAYMAN
ISLANDS |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | SOLE VOTING POWER 0 |
|---|---|
| 6 | SHARED VOTING POWER 9,002,363 |
| 7 | SOLE DISPOSITIVE POWER 0 |
| 8 | SHARED DISPOSITIVE POWER 9,002,363 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,002,363 |
|---|---|
| 10 | CHECK BOX IF THE AGGREGATE |
| AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | |
| 11 | PERCENT OF CLASS |
| REPRESENTED BY AMOUNT IN ROW 9 3.0%1 | |
| 12 | TYPE OF REPORTING |
| PERSON PN |
1 Based on a total of 300,746,859 shares of Common Stock outstanding as of November 2, 2022, as reported in the Issuers Quarterly Report on Form 10-Q filed filed with the Securities and Exchange Commission on November 9, 2022.
| 1 | NAME OF REPORTING PERSON SEQUOIA CAPITAL XII, L.P. (SEQUOIA CAPITAL XII) |
|---|---|
| 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 | SOLE VOTING POWER 0 |
|---|---|
| 6 | SHARED VOTING POWER 9,028,911 |
| 7 | SOLE DISPOSITIVE POWER 0 |
| 8 | SHARED DISPOSITIVE POWER 9,028,911 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,028,911 |
|---|---|
| 10 | CHECK BOX IF THE AGGREGATE |
| AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | |
| 11 | PERCENT OF CLASS |
| REPRESENTED BY AMOUNT IN ROW 9 3.0%1 | |
| 12 | TYPE OF REPORTING |
| PERSON PN |
1 Based on a total of 300,746,859 shares of Common Stock outstanding as of November 2, 2022, as reported in the Issuers Quarterly Report on Form 10-Q filed filed with the Securities and Exchange Commission on November 9, 2022.
| 1 | NAME OF REPORTING PERSON SEQUOIA TECHNOLOGY PARTNERS XII, L.P. (SEQUOIA TECHNOLOGY PARTNERS XII) |
|---|---|
| 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 | SOLE VOTING POWER 0 |
|---|---|
| 6 | SHARED VOTING POWER 480,696 |
| 7 | SOLE DISPOSITIVE POWER 0 |
| 8 | SHARED DISPOSITIVE POWER 480,696 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 480,696 |
|---|---|
| 10 | CHECK BOX IF THE AGGREGATE |
| AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | |
| 11 | PERCENT OF CLASS |
| REPRESENTED BY AMOUNT IN ROW 9 0.2%1 | |
| 12 | TYPE OF REPORTING |
| PERSON PN |
1 Based on a total of 300,746,859 shares of Common Stock outstanding as of November 2, 2022, as reported in the Issuers Quarterly Report on Form 10-Q filed filed with the Securities and Exchange Commission on November 9, 2022.
| 1 | NAME OF REPORTING PERSON SEQUOIA CAPITAL XII PRINCIPALS FUND, LLC (SEQUOIA CAPITAL XII PRINCIPALS FUND) |
|---|---|
| 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 | SOLE VOTING POWER 0 |
|---|---|
| 6 | SHARED VOTING POWER 1,372,992 |
| 7 | SOLE DISPOSITIVE POWER 0 |
| 8 | SHARED DISPOSITIVE POWER 1,372,992 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,372,992 |
|---|---|
| 10 | CHECK BOX IF THE AGGREGATE |
| AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | |
| 11 | PERCENT OF CLASS |
| REPRESENTED BY AMOUNT IN ROW 9 0.5%1 | |
| 12 | TYPE OF REPORTING |
| PERSON OO |
1 Based on a total of 300,746,859 shares of Common Stock outstanding as of November 2, 2022, as reported in the Issuers Quarterly Report on Form 10-Q filed filed with the Securities and Exchange Commission on November 9, 2022.
| 1 | NAME OF REPORTING PERSON SEQUOIA CAPITAL FUND PARALLEL, LLC (SCFP) |
|---|---|
| 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 | SOLE VOTING POWER 0 |
|---|---|
| 6 | SHARED VOTING POWER 1,334,299 |
| 7 | SOLE DISPOSITIVE POWER 0 |
| 8 | SHARED DISPOSITIVE POWER 1,334,299 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,334,299 |
|---|---|
| 10 | CHECK BOX IF THE AGGREGATE |
| AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | |
| 11 | PERCENT OF CLASS |
| REPRESENTED BY AMOUNT IN ROW 9 0.4%1 | |
| 12 | TYPE OF REPORTING |
| PERSON OO |
1 Based on a total of 300,746,859 shares of Common Stock outstanding as of November 2, 2022, as reported in the Issuers Quarterly Report on Form 10-Q filed filed with the Securities and Exchange Commission on November 9, 2022.
| 1 | NAME OF REPORTING PERSON SEQUOIA CAPITAL FUND, L.P. (SCF) |
|---|---|
| 2 | CHECK THE APPROPRIATE BOX |
| IF A MEMBER OF A GROUP (a) ☐ (b) ☐ | |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF |
| ORGANIZATION CAYMAN | |
| ISLANDS |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | SOLE VOTING POWER 0 |
|---|---|
| 6 | SHARED VOTING POWER 8,665,168 shares, of which 7,438,012 are Common Stock and 1,227,156 |
| are shares of Common Stock issuable on conversion of the Issuers 2.0% Convertible Senior Notes due 2027. | |
| 7 | SOLE DISPOSITIVE POWER 0 |
| 8 | SHARED DISPOSITIVE POWER 8,665,168 shares, of which 7,438,012 are Common Stock and 1,227,156 |
| are shares of Common Stock issuable on conversion of the Issuers 2.0% Convertible Senior Notes due 2027. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,665,168 |
|---|---|
| 10 | CHECK BOX IF THE AGGREGATE |
| AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | |
| 11 | PERCENT OF CLASS |
| REPRESENTED BY AMOUNT IN ROW 9 2.9%1 | |
| 12 | TYPE OF REPORTING |
| PERSON PN |
1 Based on a total of 300,746,859 shares of Common Stock outstanding as of November 2, 2022, as reported in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2022.
| 1 | NAME OF REPORTING PERSON SC U.S. GROWTH VI MANAGEMENT, L.P. (SC U.S. GROWTH VI MANAGEMENT) |
|---|---|
| 2 | CHECK THE APPROPRIATE BOX |
| IF A MEMBER OF A GROUP (a) ☐ (b) ☐ | |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF |
| ORGANIZATION CAYMAN | |
| ISLANDS |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | SOLE VOTING POWER 0 |
|---|---|
| 6 | SHARED VOTING POWER 3,610,963 shares, of which 3,369,879 shares are directly owned by |
| SEQUOIA CAPITAL U.S. GROWTH FUND VI and 241,084 shares are directly owned by SEQUOIA CAPITAL U.S. GROWTH PRINCIPALS VI FUND. The General Partner of each of SEQUOIA CAPITAL U.S. GROWTH FUND VI and SEQUOIA CAPITAL U.S. GROWTH PRINCIPALS VI FUND is SC | |
| U.S. GROWTH VI MANAGEMENT. | |
| 7 | SOLE DISPOSITIVE POWER 0 |
| 8 | SHARED DISPOSITIVE POWER 3,610,963 shares, of which 3,369,879 shares are directly owned by |
| SEQUOIA CAPITAL U.S. GROWTH FUND VI and 241,084 shares are directly owned by SEQUOIA CAPITAL U.S. GROWTH PRINCIPALS VI FUND. The General Partner of each of SEQUOIA CAPITAL U.S. GROWTH FUND VI and SEQUOIA CAPITAL U.S. GROWTH PRINCIPALS VI FUND is SC | |
| U.S. GROWTH VI MANAGEMENT. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,610,963 |
|---|---|
| 10 | CHECK BOX IF THE AGGREGATE |
| AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | |
| 11 | PERCENT OF CLASS |
| REPRESENTED BY AMOUNT IN ROW 9 1.2%1 | |
| 12 | TYPE OF REPORTING |
| PERSON PN |
1 Based on a total of 300,746,859 shares of Common Stock outstanding as of November 2, 2022, as reported in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2022.
| 1 | NAME OF REPORTING PERSON SCGGF MANAGEMENT, L.P. (SCGGF MANAGEMENT) |
|---|---|
| 2 | CHECK THE APPROPRIATE BOX |
| IF A MEMBER OF A GROUP (a) ☐ (b) ☐ | |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF |
| ORGANIZATION CAYMAN | |
| ISLANDS |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | SOLE VOTING POWER 0 |
|---|---|
| 6 | SHARED VOTING POWER 6,114,495 shares, of which 5,900,504 shares are directly owned by |
| SEQUOIA CAPITAL GLOBAL GROWTH FUND and 213,991 shares are directly owned by SEQUOIA CAPITAL GLOBAL GROWTH PRINCIPALS FUND. The General Partner of each of SEQUOIA CAPITAL GLOBAL GROWTH FUND and SEQUOIA CAPITAL GLOBAL GROWTH PRINCIPALS FUND is SCGGF | |
| MANAGEMENT. | |
| 7 | SOLE DISPOSITIVE POWER 0 |
| 8 | SHARED DISPOSITIVE POWER 6,114,495 shares, of which 5,900,504 shares are directly owned by |
| SEQUOIA CAPITAL GLOBAL GROWTH FUND and 213,991 shares are directly owned by SEQUOIA CAPITAL GLOBAL GROWTH PRINCIPALS FUND. The General Partner of each of SEQUOIA CAPITAL GLOBAL GROWTH FUND and SEQUOIA CAPITAL GLOBAL GROWTH PRINCIPALS FUND is SCGGF | |
| MANAGEMENT. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,114,495 |
|---|---|
| 10 | CHECK BOX IF THE AGGREGATE |
| AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | |
| 11 | PERCENT OF CLASS |
| REPRESENTED BY AMOUNT IN ROW 9 2.0%1 | |
| 12 | TYPE OF REPORTING |
| PERSON PN |
1 Based on a total of 300,746,859 shares of Common Stock outstanding as of November 2, 2022, as reported in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2022.
| 1 | NAME OF REPORTING PERSON SCGGF IIIENDURANCE PARTNERS MANAGEMENT, L.P. (SCGGF IIIENDURANCE PARTNERS MANAGEMENT) |
|---|---|
| 2 | CHECK THE APPROPRIATE BOX |
| IF A MEMBER OF A GROUP (a) ☐ (b) ☐ | |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF |
| ORGANIZATION CAYMAN | |
| ISLANDS |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | SOLE VOTING POWER 0 |
|---|---|
| 6 | SHARED VOTING POWER 9,002,363 shares, of which 9,002,363 shares are directly owned by |
| SEQUOIA CAPITAL GLOBAL GROWTH FUND III ENDURANCE PARTNERS. The General Partner of SEQUOIA CAPITAL GLOBAL GROWTH FUND III ENDURANCE PARTNERS is SCGGF III ENDURANCE PARTNERS MANAGEMENT. | |
| 7 | SOLE DISPOSITIVE POWER 0 |
| 8 | SHARED DISPOSITIVE POWER 9,002,363 shares, of which 9,002,363 shares are directly owned by |
| SEQUOIA CAPITAL GLOBAL GROWTH FUND III ENDURANCE PARTNERS. The General Partner of SEQUOIA CAPITAL GLOBAL GROWTH FUND III ENDURANCE PARTNERS is SCGGF III ENDURANCE PARTNERS | |
| MANAGEMENT. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,002,363 |
|---|---|
| 10 | CHECK BOX IF THE AGGREGATE |
| AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | |
| 11 | PERCENT OF CLASS |
| REPRESENTED BY AMOUNT IN ROW 9 3.0%1 | |
| 12 | TYPE OF REPORTING |
| PERSON PN |
1 Based on a total of 300,746,859 shares of Common Stock outstanding as of November 2, 2022, as reported in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2022.
| 1 | NAME OF REPORTING PERSON SC XII MANAGEMENT, LLC (SC XII MANAGEMENT) |
|---|---|
| 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 | SOLE VOTING POWER 0 |
|---|---|
| 6 | SHARED VOTING POWER 10,882,599 shares, of which 9,028,911 shares are directly owned by |
| SEQUOIA CAPITAL XII, 480,696 shares are directly owned by SEQUOIA TECHNOLOGY PARTNERS XII and 1,372,992 shares are directly owned by SEQUOIA CAPITAL XII PRINCIPALS FUND. The General Partner of each of SEQUOIA CAPITAL XII and SEQUOIA TECHNOLOGY | |
| PARTNERS XII is SC XII MANAGEMENT. The Managing Member of SEQUOIA CAPITAL XII PRINCIPALS FUND is SC XII MANAGEMENT. | |
| 7 | SOLE DISPOSITIVE POWER 0 |
| 8 | SHARED DISPOSITIVE POWER 10,882,599 shares, of which 9,028,911 shares are directly owned by |
| SEQUOIA CAPITAL XII, 480,696 shares are directly owned by SEQUOIA TECHNOLOGY PARTNERS XII and 1,372,992 shares are directly owned by SEQUOIA CAPITAL XII PRINCIPALS FUND. The General Partner of each of SEQUOIA CAPITAL XII and SEQUOIA TECHNOLOGY | |
| PARTNERS XII is SC XII MANAGEMENT. The Managing Member of SEQUOIA CAPITAL XII PRINCIPALS FUND is SC XII MANAGEMENT. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,882,599 |
|---|---|
| 10 | CHECK BOX IF THE AGGREGATE |
| AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | |
| 11 | PERCENT OF CLASS |
| REPRESENTED BY AMOUNT IN ROW 9 3.6%1 | |
| 12 | TYPE OF REPORTING |
| PERSON OO |
1 Based on a total of 300,746,859 shares of Common Stock outstanding as of November 2, 2022, as reported in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2022.
| 1 | NAME OF REPORTING PERSON SEQUOIA CAPITAL FUND MANAGEMENT, L.P. (SEQUOIA CAPITAL FUND MANAGEMENT) |
|---|---|
| 2 | CHECK THE APPROPRIATE BOX |
| IF A MEMBER OF A GROUP (a) ☐ (b) ☐ | |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF |
| ORGANIZATION CAYMAN | |
| ISLANDS |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | SOLE VOTING POWER 0 |
|---|---|
| 6 | SHARED VOTING POWER 9,999,467 shares, of which 1,334,299 shares are directly owned by |
| SCFP and 8,665,168 shares, of which 7,438,012 are Common Stock and 1,227,156 are shares of Common Stock issuable on conversion of the Issuers 2.0% Convertible Senior Notes due 2027, are directly owned by SCF. SEQUOIA CAPITAL FUND MANAGEMENT is | |
| the general partner of SCF and the manager of SCFP. | |
| 7 | SOLE DISPOSITIVE POWER 0 |
| 8 | SHARED DISPOSITIVE POWER 9,999,467 shares, of which 1,334,299 shares are directly owned by |
| SCFP and 8,665,168 shares, of which 7,438,012 are Common Stock and 1,227,156 are shares of Common Stock issuable on conversion of the Issuers 2.0% Convertible Senior Notes due 2027, are directly owned by SCF. SEQUOIA CAPITAL FUND MANAGEMENT is | |
| the general partner of SCF and the manager of SCFP. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,772,311 |
|---|---|
| 10 | CHECK BOX IF THE AGGREGATE |
| AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | |
| 11 | PERCENT OF CLASS |
| REPRESENTED BY AMOUNT IN ROW 9 3.3%1 | |
| 12 | TYPE OF REPORTING |
| PERSON PN |
1 Based on a total of 300,746,859 shares of Common Stock outstanding as of November 2, 2022, as reported in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2022.
| 1 | NAME OF REPORTING PERSON SC US (TTGP), LTD. (SC US (TTGP)) |
|---|---|
| 2 | CHECK THE APPROPRIATE BOX |
| IF A MEMBER OF A GROUP (a) ☐ (b) ☐ | |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF |
| ORGANIZATION CAYMAN | |
| ISLANDS |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | SOLE VOTING POWER 0 |
|---|---|
| 6 | SHARED VOTING POWER 28,727,288 shares, of which 3,369,879 shares are directly owned by |
| SEQUOIA CAPITAL U.S. GROWTH FUND VI, 241,084 shares are directly owned by SEQUOIA CAPITAL U.S. GROWTH PRINCIPALS VI FUND, 5,900,504 shares are directly owned by SEQUOIA GLOBAL GROWTH FUND, 213,991 shares are directly owned by SEQUOIA CAPITAL GLOBAL | |
| GROWTH PRINCIPALS FUND, 9,002,363 shares are directly owned by SEQUOIA CAPITAL GLOBAL GROWTH FUND III ENDURANCE PARTNERS, 1,334,299 shares are directly owned by SCFP and 8,665,168 shares, of which 7,438,012 are Common Stock and 1,227,156 are | |
| shares of Common Stock issuable on conversion of the Issuers 2.0% Convertible Senior Notes due 2027, are directly owned by SCF. The General Partner of each of SEQUOIA CAPITAL U.S. GROWTH FUND VI and SEQUOIA CAPITAL U.S. GROWTH PRINCIPALS VI | |
| FUND is SC U.S. GROWTH VI MANAGEMENT. The General Partner of each of SEQUOIA CAPITAL GLOBAL GROWTH FUND and SEQUOIA CAPITAL GLOBAL GROWTH PRINCIPALS FUND is SCGGF MANAGEMENT. The General Partner of SEQUOIA CAPITAL GLOBAL GROWTH FUND III | |
| ENDURANCE PARTNERS is SCGF III ENDURANCE PARTNERS MANAGEMENT. SEQUOIA CAPITAL FUND MANAGEMENT is the general partner of SCF and the manager of SCFP. SC US TTGP is the General Partner of each of SC U.S. GROWTH VI MANAGEMENT, SCGGF | |
| MANAGEMENT, SCGGF III ENDURANCE PARTNERS MANAGEMENT and SEQUOIA CAPITAL FUND MANAGEMENT. | |
| 7 | SOLE DISPOSITIVE POWER 0 |
| 8 | SHARED DISPOSITIVE POWER 28,727,288 shares, of which 3,369,879 shares are directly owned by |
| SEQUOIA CAPITAL U.S. GROWTH FUND VI, 241,084 shares are directly owned by SEQUOIA CAPITAL U.S. GROWTH PRINCIPALS VI FUND, 5,900,504 shares are directly owned by SEQUOIA GLOBAL GROWTH FUND, 213,991 shares are directly owned by SEQUOIA CAPITAL GLOBAL | |
| GROWTH PRINCIPALS FUND, 9,002,363 shares are directly owned by SEQUOIA CAPITAL GLOBAL GROWTH FUND III ENDURANCE PARTNERS, 1,334,299 shares are directly owned by SCFP and 8,665,168 shares, of which 7,438,012 are Common Stock and 1,227,156 are | |
| shares of Common Stock issuable on conversion of the Issuers 2.0% Convertible Senior Notes due 2027, are directly owned by SCF. The General Partner of each of SEQUOIA CAPITAL U.S. GROWTH FUND VI and SEQUOIA CAPITAL U.S. GROWTH PRINCIPALS VI | |
| FUND is SC U.S. GROWTH VI MANAGEMENT. The General Partner of each of SEQUOIA CAPITAL GLOBAL GROWTH FUND and SEQUOIA CAPITAL GLOBAL GROWTH PRINCIPALS FUND is SCGGF MANAGEMENT. The General Partner of SEQUOIA CAPITAL GLOBAL GROWTH FUND III | |
| ENDURANCE PARTNERS is SCGF III ENDURANCE PARTNERS MANAGEMENT. SEQUOIA CAPITAL FUND MANAGEMENT is the general partner of SCF and the manager of SCFP. SC US TTGP is the General Partner of each of SC U.S. GROWTH VI MANAGEMENT, SCGGF | |
| MANAGEMENT, SCGGF III ENDURANCE PARTNERS MANAGEMENT and SEQUOIA CAPITAL FUND MANAGEMENT. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 28,727,288 |
|---|---|
| 10 | CHECK BOX IF THE AGGREGATE |
| AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | |
| 11 | PERCENT OF CLASS |
| REPRESENTED BY AMOUNT IN ROW 9 9.6%1 | |
| 12 | TYPE OF REPORTING |
| PERSON OO |
1 Based on a total of 300,746,859 shares of Common Stock outstanding as of November 2, 2022, as reported in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2022.
| 1 | NAME OF REPORTING PERSON DOUGLAS LEONE (DL) |
|---|---|
| 2 | CHECK THE APPROPRIATE BOX |
| IF A MEMBER OF A GROUP (a) ☐ (b) ☐ | |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF |
| ORGANIZATION USA |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | SOLE VOTING POWER 1,847,430 |
|---|---|
| 6 | SHARED VOTING POWER 15,116,858, of which 5,900,504 shares are directly owned by SEQUOIA |
| GLOBAL GROWTH FUND, 213,991 shares are directly owned by SEQUOIA CAPITAL GLOBAL GROWTH PRINCIPALS FUND and 9,002,363 shares are directly owned by SEQUOIA CAPITAL GLOBAL GROWTH FUND III ENDURANCE PARTNERS. The General Partner of each of SEQUOIA | |
| CAPITAL GLOBAL GROWTH FUND and SEQUOIA CAPITAL GLOBAL GROWTH PRINCIPALS FUND is SCGGF MANAGEMENT. The General Partner of SEQUOIA CAPITAL GLOBAL GROWTH FUND III ENDURANCE PARTNERS is SCGGF III ENDURANCE PARTNERS MANAGEMENT. The General | |
| Partner of each of SCGGF MANAGEMENT and SCGGF III ENDURANCE PARTNERS MANAGEMENT is SC US (TTGP). The directors and stockholders of SC US (TTGP) who exercise voting and investment discretion with respect to the shares held by SEQUOIA CAPITAL | |
| GLOBAL GROWTH FUND and SEQUOIA CAPITAL GLOBAL GROWTH PRINCIPALS FUND are Messers. DL and JG. The directors and stockholders of SC US (TTGP) who exercise voting and investment discretion with respect to the shares held by SEQUOIA CAPITAL GLOBAL | |
| GROWTH FUND III ENDURANCE PARTNERS are Messrs. DL and RB. | |
| 7 | SOLE DISPOSITIVE POWER 1,847,430 |
| 8 | SHARED DISPOSITIVE POWER 15,116,858, of which 5,900,504 shares are directly owned by SEQUOIA |
| GLOBAL GROWTH FUND, 213,991 shares are directly owned by SEQUOIA CAPITAL GLOBAL GROWTH PRINCIPALS FUND and 9,002,363 shares are directly owned by SEQUOIA CAPITAL GLOBAL GROWTH FUND III ENDURANCE PARTNERS . The General Partner of each of | |
| SEQUOIA CAPITAL GLOBAL GROWTH FUND and SEQUOIA CAPITAL GLOBAL GROWTH PRINCIPALS FUND is SCGGF MANAGEMENT. The General Partner of SEQUOIA CAPITAL GLOBAL GROWTH FUND III ENDURANCE PARTNERS is SCGGF III ENDURANCE PARTNERS MANAGEMENT. The | |
| General Partner of each of SCGGF MANAGEMENT and SCGGF III ENDURANCE PARTNERS MANAGEMENT is SC US (TTGP). The directors and stockholders of SC US (TTGP) who exercise voting and investment discretion with respect to the shares held by SEQUOIA | |
| CAPITAL GLOBAL GROWTH FUND and SEQUOIA CAPITAL GLOBAL GROWTH PRINCIPALS FUND are Messers. DL and JG. The directors and stockholders of SC US (TTGP) who exercise voting and investment discretion with respect to the shares held by SEQUOIA CAPITAL | |
| GLOBAL GROWTH FUND III ENDURANCE PARTNERS are Messrs. DL and RB. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,964,288 |
|---|---|
| 10 | CHECK BOX IF THE AGGREGATE |
| AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | |
| 11 | PERCENT OF CLASS |
| REPRESENTED BY AMOUNT IN ROW 9 5.6%1 | |
| 12 | TYPE OF REPORTING |
| PERSON IN |
1 Based on a total of 300,746,859 shares of Common Stock outstanding as of November 2, 2022, as reported in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2022.
| 1 | NAME OF REPORTING PERSON ROELOF BOTHA (RB) |
|---|---|
| 2 | CHECK THE APPROPRIATE BOX |
| IF A MEMBER OF A GROUP (a) ☐ (b) ☐ | |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF |
| ORGANIZATION USA |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | SOLE VOTING POWER 1,130,5101 |
|---|---|
| 6 | SHARED VOTING POWER 9,002,363, of which 9,002,363 shares are directly owned by SEQUOIA |
| CAPITAL GLOBAL GROWTH FUND III ENDURANCE PARTNERS. The General Partner of SEQUOIA CAPITAL GLOBAL GROWTH FUND III ENDURANCE PARTNERS is SCGGF III ENDURANCE PARTNERS MANAGEMENT. The General Partner of SCGGF III ENDURANCE | |
| PARTNERS MANAGEMENT is SC US (TTGP). The directors and stockholders of SC US (TTGP) who exercise voting and investment discretion with respect to the shares held by SEQUOIA CAPITAL GLOBAL GROWTH FUND III ENDURANCE PARTNERS are Messrs. DL and | |
| RB. | |
| 7 | SOLE DISPOSITIVE POWER 1,130,5101 |
| 8 | SHARED DISPOSITIVE POWER 9,002,363, of which 9,002,363 shares are directly owned by SEQUOIA |
| CAPITAL GLOBAL GROWTH FUND III ENDURANCE PARTNERS. The General Partner of SEQUOIA CAPITAL GLOBAL GROWTH FUND III ENDURANCE PARTNERS is SCGGF III ENDURANCE PARTNERS MANAGEMENT. The General Partner of SCGGF III ENDURANCE | |
| PARTNERS MANAGEMENT is SC US (TTGP). The directors and stockholders of SC US (TTGP) who exercise voting and investment discretion with respect to the shares held by SEQUOIA CAPITAL GLOBAL GROWTH FUND III ENDURANCE PARTNERS are Messrs. DL and | |
| RB. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,132,8731 |
|---|---|
| 10 | CHECK BOX IF THE AGGREGATE |
| AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | |
| 11 | PERCENT OF CLASS |
| REPRESENTED BY AMOUNT IN ROW 9 3.4%2 | |
| 12 | TYPE OF REPORTING |
| PERSON IN |
1 Includes 23,385 restricted stock units.
2 Based on a total of 300,746,859 shares of Common Stock outstanding as of November 2, 2022, as reported in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2022.
| 1 | NAME OF REPORTING PERSON JAMES GOETZ (JG) |
|---|---|
| 2 | CHECK THE APPROPRIATE BOX |
| IF A MEMBER OF A GROUP (a) ☐ (b) ☐ | |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF |
| ORGANIZATION USA |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | SOLE VOTING POWER 942,074 |
|---|---|
| 6 | SHARED VOTING POWER 6,114,495 shares, of which 5,900,504 shares are directly owned by |
| SEQUOIA GLOBAL GROWTH FUND and 213,991 shares are directly owned by SEQUOIA CAPITAL GLOBAL GROWTH PRINCIPALS FUND. The General Partner of each of SEQUOIA CAPITAL GLOBAL GROWTH FUND and SEQUOIA CAPITAL GLOBAL GROWTH PRINCIPALS FUND is SCGGF | |
| MANAGEMENT. SC US TTGP is the General Partner of SCGGF MANAGEMENT. The directors and stockholders of SC US (TTGP) who exercise voting and investment discretion with respect to the shares held by SEQUOIA CAPITAL GLOBAL GROWTH FUND and SEQUOIA CAPITAL | |
| GLOBAL GROWTH PRINCIPALS FUND are Messrs. DL and JG. | |
| 7 | SOLE DISPOSITIVE POWER 942,074 |
| 8 | SHARED DISPOSITIVE POWER 6,114,495 shares, of which 5,900,504 shares are directly owned by |
| SEQUOIA GLOBAL GROWTH FUND and 213,991 shares are directly owned by SEQUOIA CAPITAL GLOBAL GROWTH PRINCIPALS FUND. The General Partner of each of SEQUOIA CAPITAL GLOBAL GROWTH FUND and SEQUOIA CAPITAL GLOBAL GROWTH PRINCIPALS FUND is SCGGF | |
| MANAGEMENT. SC US TTGP is the General Partner of SCGGF MANAGEMENT. The directors and stockholders of SC US (TTGP) who exercise voting and investment discretion with respect to the shares held by SEQUOIA CAPITAL GLOBAL GROWTH FUND and SEQUOIA CAPITAL | |
| GLOBAL GROWTH PRINCIPALS FUND are Messrs. DL and JG. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,056,569 |
|---|---|
| 10 | CHECK BOX IF THE AGGREGATE |
| AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | |
| 11 | PERCENT OF CLASS |
| REPRESENTED BY AMOUNT IN ROW 9 2.3%1 | |
| 12 | TYPE OF REPORTING |
| PERSON IN |
1 Based on a total of 300,746,859 shares of Common Stock outstanding as of November 2, 2022, as reported in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2022.
ITEM 1.
(a) Name of Issuer:
Unity Software Inc.
(b) Address of Issuers Principal Executive Offices:
30 3rd Street
San Francisco, California 94103 - 3104
ITEM 2.
(a) Name of Persons Filing:
Sequoia Capital U.S. Growth Fund VI, L.P.
Sequoia Capital U.S. Growth Principals VI Fund, L.P.
Sequoia Capital Global Growth Fund, L.P.
Sequoia Capital Global Growth Principals Fund, L.P.
Sequoia Capital Global Growth Fund III Endurance Partners, L.P.
Sequoia Capital XII, L.P.
Sequoia Technology Partners XII, L.P.
Sequoia Capital XII Principals Fund, LLC
Sequoia Capital Fund Parallel, LLC
Sequoia Capital Fund, L.P.
SC U.S. Growth VI Management, L.P.
SCGGF Management, L.P.
SCGGF III Endurance Partners Management, L.P.
SC XII Management, LLC
Sequoia Capital Fund Management, L.P.
SC US (TTGP), Ltd.
Douglas Leone
Roelof Botha
James Goetz
The General Partner of SEQUOIA CAPITAL U.S. GROWTH FUND VI and SEQUOIA CAPITAL U.S. GROWTH VI PRINCIPALS FUND is SC U.S. GROWTH VI MANAGEMENT. The General Partner of SC U.S. GROWTH VI MANAGEMENT is SC US (TTGP).
The General Partner of each of SEQUOIA CAPITAL GLOBAL GROWTH FUND and SEQUOIA CAPITAL GLOBAL GROWTH PRINCIPALS FUND is SCGGF MANAGEMENT. SC US TTGP is the General Partner of SCGGF MANAGEMENT. The directors and stockholders of SC US (TTGP) who exercise voting and investment discretion with respect to the shares held by SEQUOIA CAPITAL GLOBAL GROWTH FUND and SEQUOIA CAPITAL GLOBAL GROWTH PRINCIPALS FUND are Messrs. DL and JG.
The General Partner of SEQUOIA CAPITAL GLOBAL GROWTH FUND III ENDURANCE PARTNERS is SCGGF III ENDURANCE PARTNERS MANAGEMENT. The General Partner of SC GLOBAL GROWTH III ENDURANCE PARTNERS MANAGEMENT is SC US (TTGP). The directors and stockholders of SC US (TTGP) who exercise voting and investment discretion with respect to the shares held by SEQUOIA CAPITAL GLOBAL GROWTH FUND III ENDURANCE PARTNERS are Messrs. DL and RB.
The General Partner of each of SEQUOIA CAPITAL XII and SEQUOIA TECHNOLOGY PARTNERS XII is SC XII MANAGEMENT. The Managing Member of SEQUOIA CAPITAL XII PRINCIPALS FUND is SC XII MANAGEMENT.
The General Partner of SCF and the manager of SCFP is SEQUOIA CAPITAL FUND MANAGEMENT. SC US (TTGP) is the general partner of SEQUOIA CAPITAL FUND MANAGEMENT.
(b) Address of Principal Business Office or, if none, Residence:
2800 Sand Hill Road, Suite 101
Menlo Park, CA 94025
(c) Citizenship:
SEQUOIA CAPITAL U.S. GROWTH FUND VI, SEQUOIA CAPITAL U.S. GROWTH PRINCIPALS VI FUND, SEQUOIA CAPITAL GLOBAL GROWTH FUND, SEQUOIA CAPITAL GLOBAL GROWTH PRINCIPALS FUND, SEQUOIA CAPITAL GLOBAL GROWTH FUND III ENDURANCE PARTNERS, SCF, SC U.S. GROWTH VI MANAGEMENT, SCGGF MANAGEMENT, SCGGF III ENDURANCE PARTNERS MANAGEMENT, SEQUOIA CAPITAL FUND MANAGEMENT, SC US (TTGP): Cayman Islands
SEQUOIA CAPITAL XII, SEQUOIA TECHNOLOGY PARTNERS XII, SEQUOIA CAPITAL XII PRINCIPALS FUND, SCFP, SC XII MANAGEMENT: Delaware
DL, RB, JG: USA
(d) CUSIP No.: 913320101
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:
NOT APPLICABLE
ITEM 4. OWNERSHIP
SEE ROWS 5 THROUGH 11 OF COVER PAGES
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
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 ☐.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
NOT APPLICABLE
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
NOT APPLICABLE
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
NOT APPLICABLE
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
NOT APPLICABLE
ITEM 10. CERTIFICATION
NOT APPLICABLE
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2023
| Sequoia Capital U.S. Growth Fund VI, L.P. | |
|---|---|
| By: | SC U.S. Growth VI Management, L.P. |
| its General Partner | |
| By: | SC US (TTGP), Ltd. |
| its General Partner | |
| By: | /s/ Roelof Botha |
| Roelof Botha, Authorized Signatory | |
| Sequoia Capital U.S. Growth Principals VI Fund, L.P. | |
| By: | SC U.S. Growth VI Management, L.P. |
| its General Partner | |
| By: | SC US (TTGP), Ltd. |
| its General Partner | |
| By: | /s/ Roelof Botha |
| Roelof Botha, Authorized Signatory | |
| Sequoia Capital Global Growth Fund, L.P. | |
| By: | SCGGF Management, L.P. |
| its General Partner | |
| By: | SC US (TTGP), Ltd. |
| its General Partner | |
| By: | /s/ Roelof Botha |
| Roelof Botha, Authorized Signatory | |
| Sequoia Capital Global Growth Principals Fund, L.P. | |
| By: | SCGGF Management, L.P. |
| its General Partner | |
| By: | SC US (TTGP), Ltd. |
| its General Partner | |
| By: | /s/ Roelof Botha |
| Roelof Botha, Authorized Signatory |
| Sequoia Capital Global Growth Fund III Endurance Partners, LP | |
|---|---|
| By: | SCGF III Endurance Partners Management, L.P. its General Partner |
| By: | SC US (TTGP), Ltd. |
| its General Partner | |
| By: | /s/ Roelof Botha |
| Roelof Botha, Authorized Signatory | |
| Sequoia Capital XII, L.P. | |
| By: SC XII Management, LLC | |
| its General Partner | |
| By: | /s/ Roelof Botha |
| Roelof Botha, Authorized Signatory | |
| Sequoia Technology Partners XII, L.P. | |
| By: SC XII Management, LLC | |
| its General Partner | |
| By: | /s/ Roelof Botha |
| Roelof Botha, Authorized Signatory | |
| Sequoia Capital XII Principals Fund, LLC | |
| By: SC XII Management, LLC | |
| its Managing Member | |
| By: | /s/ Roelof Botha |
| Roelof Botha, Authorized Signatory |
| Sequoia Capital Fund Parallel, LLC By: Sequoia Capital Fund Management, L.P. its Manager By: SC US (TTGP), Ltd. its General Partner |
|---|
| /s/ Roelof |
| Botha |
| Roelof Botha, Authorized Signatory |
| Sequoia Capital Fund, L.P. By: Sequoia Capital Fund Management, L.P. its General Partner By: SC US (TTGP), Ltd. its General Partner |
| /s/ Roelof |
| Botha |
| Roelof Botha, Authorized Signatory |
| SC U.S. Growth VI Management, L.P. |
|---|
| By: SC US (TTGP), Ltd. |
| its General Partner |
| By: /s/ Roelof |
| Botha |
| Roelof Botha, Authorized Signatory |
| SCGGF Management, L.P. |
| By: SC US (TTGP), Ltd. |
| its General Partner |
| By: /s/ Roelof |
| Botha |
| Roelof Botha, Authorized Signatory |
| SCGGF III Endurance Partners Management, L.P. | |
|---|---|
| By: | SC US (TTGP), Ltd. |
| its General Partner | |
| By: | /s/ Roelof Botha |
| Roelof Botha, Authorized Signatory | |
| SC XII Management, LLC | |
| By: | /s/ Roelof Botha |
| Roelof Botha, Authorized Signatory | |
| Sequoia Capital Fund Management, L.P. | |
| By: | Sequoia Capital Fund Management, L.P. Its |
| General Partner | |
| By: | SC US (TTGP), Ltd. its General |
| Partner | |
| By: | /s/ Roelof Botha |
| Roelof Botha, Authorized Signatory | |
| SC US (TTGP), Ltd. | |
| By: | /s/ Roelof Botha |
| Roelof Botha, Authorized Signatory | |
| Douglas Leone | |
| By: | /s/ Douglas Leone |
| Roelof Botha | |
| By: | /s/ Roelof Botha |
| James Goetz | |
| By: | /s/ James Goetz |