Director Dovrat Shlomo sold $2,216,241 worth of shares (116,606 units at $19.01), disposed of 2,993,668 shares and acquired 797,035 shares, increasing direct ownership by 35% to 326,424 units (SEC Form 4)
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Computer Software: Prepackaged Software
Technology
| 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). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
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) 11/18/2024 | ||||||||||||||||||||||||||
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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 | 11/18/2024 | S(1) | 3,750 | D | $17.99 | 2,394,935 | I | By Viola Ventures III, L.P.(2) | ||
| Common Stock | 11/18/2024 | J(3) | 2,394,935 | D | $0(3) | 0 | I | By Viola Ventures III, L.P.(2) | ||
| Common Stock | 11/18/2024 | J(4) | 603,652 | A | $0(4) | 0 | I | By Viola Ventures GP 3 Ltd.(5) | ||
| Common Stock | 11/19/2024 | S | 4,919 | D | $19.04 | 598,733 | I | By Viola Ventures GP 3 Ltd.(5) | ||
| Common Stock | 11/19/2024 | J(6) | 598,733 | D | $0(6) | 0 | I | By Viola Ventures GP 3 Ltd.(5) | ||
| Common Stock | 11/18/2024 | J(7) | 45,456 | A | $0 | 45,456 | I | By VP Partners III (Israel), L.P.(8) | ||
| Common Stock | 11/19/2024 | S | 45,456 | D | $19.04 | 0 | I | By VP Partners III (Israel), L.P.(8) | ||
| Common Stock | 11/18/2024 | J(9) | 62,481 | A | $0(9) | 62,481 | I | By VP Partners III (Cayman), L.P.(10) | ||
| Common Stock | 11/19/2024 | S | 62,481 | D | $19.04 | 0 | I | By VP Partners III (Cayman), L.P.(10) | ||
| Common Stock | 11/19/2024 | J(11) | 85,446 | A | $0(11) | 326,424(12) | 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 | ||||||||
| Explanation of Responses: |
| 1. The transaction reported in this row consists of the sale, by Viola Ventures III, L.P. ("Viola Ventures III"), of shares of common stock, par value $0.000005 per share, of the Issuer ("Common Stock") to cover transaction expenses. |
| 2. The shares of Common Stock reported in this row were held directly by Viola Ventures III. Viola Ventures GP 3 Ltd. ("Viola Ventures GP") is the sole general partner of Viola Ventures III. Shlomo Dovrat is a director of Viola Ventures GP, and in such capacity possesses voting power and dispositive power on behalf of Viola Ventures III with respect to securities held by Viola Ventures III. Mr. Dovrat is not a limited partner of Viola Ventures III and he disclaims beneficial ownership of shares of Common Stock held by Viola Ventures III except to the extent of his pecuniary interest therein. |
| 3. The transaction reported in this row consists of the distribution in kind, without consideration, by Viola Ventures III to its partners. |
| 4. The transaction reported in this row consists of the receipt by Viola Ventures GP of 603,652 shares of Common Stock, in the aggregate, from Viola Ventures III (598,733 shares as carried interest and 4,919 shares as a limited partner of Viola Ventures III). Viola Ventures GP received these shares as part of the distribution in kind by Viola Ventures III that is reported in the second row of this table. |
| 5. The shares of Common Stock reported in this row were held directly by Viola Ventures GP. Shlomo Dovrat is a director of Viola Ventures GP, and in such capacity possesses voting power and dispositive power on behalf of Viola Ventures GP with respect to securities held by it. Mr. Dovrat disclaims beneficial ownership of shares of Common Stock held by Viola Ventures GP except to the extent of his pecuniary interest therein. |
| 6. The transaction reported in this row consists of the distribution in kind, without consideration, by Viola Ventures GP of 598,733 shares of Common Stock, in the aggregate, to persons and entities entitled to participate in the carried interest that Viola Ventures GP received from Viola Ventures III. |
| 7. The transaction reported in this row consists of the receipt by VPartners III (Israel), L.P. in respect of its limited partnership interest in Viola Ventures III, of 46,675 shares of Common Stock via the distribution in kind by Viola Ventures III that is reported in the second row of this table. |
| 8. The shares of Common Stock reported in this row were held directly by VPartners III (Israel), L.P. Shlomo Dovrat is a director of the general partner of the general partner of VPartners III (Israel), L.P. and in such capacity possesses voting power and dispositive power on behalf of VPartners III (Israel), L.P. with respect to securities held by it. Mr. Dovrat disclaims beneficial ownership of shares of Common Stock held by VPartners III (Israel), L.P. except to the extent of his pecuniary interest therein. |
| 9. The transaction reported in this row consists of the receipt by VPartners III (Cayman), L.P. in respect of its limited partnership interest in Viola Ventures III, of 62,481 shares of Common Stock via the distribution in kind by Viola Ventures III that is reported in the second row of this table. |
| 10. The shares of Common Stock reported in this row were held directly by VPartners III (Cayman), L.P. Shlomo Dovrat is a director of the general partner of the general partner of VPartners III (Cayman), L.P. and in such capacity possesses voting power and dispositive power on behalf of VPartners III (Cayman), L.P. with respect to securities held by it. Mr. Dovrat disclaims beneficial ownership of shares of Common Stock held by VPartners III (Cayman), L.P. except to the extent of his pecuniary interest therein. |
| 11. The transaction reported in this row consists of the receipt by Shlomo Dovrat, in respect of his participation in the carried interest paid by Viola Ventures III to Viola Ventures GP, of 85,446 shares of Common Stock via the distribution in kind by Viola Ventures GP of those shares (which shares were among the 598,733 shares distributed by Viola Ventures GP in respect of carried interest, as described in footnote (6) above). |
| 12. Includes shares of Common Stock underlying restricted stock units ("RSUs") granted to the Reporting Person. The shares subject to these RSUs vest based on various vesting schedules, subject to the Reporting Person's continued service through the relevant vesting dates. |
| Remarks: |
| /s/ Nora Go, Attorney-in-fact for Shlomo Dovrat | 11/20/2024 | |
| ** 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. | ||