Sc Us (Ttgp), Ltd. bought $57,655,710 worth of shares (2,020,273 units at $28.54) (SEC Form 4)

2/22/24 8:06:08 PM ET

$CART

Business Services

Consumer Discretionary

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SEC FORM 4 SEC Form 4

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

SC US (TTGP), LTD.

(Last)

(First)

(Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Maplebear Inc. [ CART ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/20/2024		P		727,605	A	$27.7385⁽¹⁾	727,605	I	SC US/E Expansion Fund I Management, L.P.⁽⁷⁾⁽⁸⁾⁽⁹⁾
Common Stock	02/20/2024		P		309,078	A	$28.2831⁽²⁾	1,036,683	I	SC US/E Expansion Fund I Management, L.P.⁽⁷⁾⁽⁸⁾⁽⁹⁾
Common Stock	02/21/2024		P		537,815	A	$28.8215⁽³⁾	1,574,498	I	SC US/E Expansion Fund I Management, L.P.⁽⁷⁾⁽⁸⁾⁽⁹⁾
Common Stock	02/21/2024		P		7,414	A	$29.1445⁽⁴⁾	1,581,912	I	SC US/E Expansion Fund I Management, L.P.⁽⁷⁾⁽⁸⁾⁽⁹⁾
Common Stock	02/22/2024		P		235,148	A	$29.4644⁽⁵⁾	1,809,646	I	SC US/E Expansion Fund I Management, L.P.⁽⁷⁾⁽⁸⁾⁽⁹⁾
Common Stock	02/22/2024		P		203,213	A	$29.9496⁽⁶⁾	2,012,859	I	SC US/E Expansion Fund I Management, L.P.⁽⁷⁾⁽⁸⁾⁽⁹⁾
Common Stock								4,405,162	I	Sequoia Capital Global Growth Fund II, L.P.⁽⁷⁾⁽⁸⁾⁽⁹⁾
Common Stock								68,020	I	Sequoia Capital Global Growth II Principals Fund, L.P.⁽⁷⁾⁽⁸⁾⁽⁹⁾
Common Stock								351,374	I	Sequoia Capital Global Growth Fund III - Endurance Partners, L.P.⁽⁷⁾⁽⁸⁾⁽⁹⁾
Common Stock								25,726,519	I	Sequoia Capital USV XIV Holdco, Ltd.⁽⁷⁾⁽⁸⁾⁽⁹⁾
Common Stock								4,744,206	I	Sequoia Capital U.S. Growth Fund VI, L.P.⁽⁷⁾⁽⁸⁾⁽⁹⁾
Common Stock								308,013	I	Sequoia Capital U.S. Growth VI Principals Fund, L.P.⁽⁷⁾⁽⁸⁾⁽⁹⁾
Common Stock								1,774,756	I	Sequoia Capital U.S. Growth Fund VII, L.P.⁽⁷⁾⁽⁸⁾⁽⁹⁾
Common Stock								164,955	I	Sequoia Capital U.S. Growth VII Principals Fund, L.P.⁽⁷⁾⁽⁸⁾⁽⁹⁾
Common Stock								1,000,000	I	Sequoia Capital US/E Expansion Fund I, L.P.⁽⁷⁾⁽⁸⁾⁽⁹⁾
Common Stock								1,217,532	I	SCGGF III - U.S./India Management, L.P.⁽⁷⁾⁽⁸⁾⁽⁹⁾
Common Stock								14,185	I	Sequoia Grove UK, L.P.⁽¹⁰⁾
Common Stock								12,393,305	I	Sequoia Grove II, LLC⁽¹⁰⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

SC US (TTGP), LTD.

(Last)

(First)

(Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

SEQUOIA CAPITAL GLOBAL GROWTH FUND II, L.P.

(Last)

(First)

(Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

SEQUOIA CAPITAL GLOBAL GROWTH II PRINCIPALS FUND, L.P.

(Last)

(First)

(Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

SC Global Growth II Management, L.P.

(Last)

(First)

(Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

SCGGF III - U.S./India Management, L.P.

(Last)

(First)

(Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Sequoia Capital Global Growth Fund III - Endurance Partners, L.P.

(Last)

(First)

(Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

SCGGF III - Endurance Partners Management, L.P.

(Last)

(First)

(Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

SEQUOIA CAPITAL U.S. VENTURE FUND XIV, L.P.

(Last)

(First)

(Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

SC U.S. VENTURE XIV MANAGEMENT, L.P.

(Last)

(First)

(Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

SEQUOIA CAPITAL U.S. VENTURE PARTNERS FUND XIV, L.P.

(Last)

(First)

(Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. The price reported in column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $27.0100 to $28.0050. The Reporting Person undertakes to provide the issuer, any security holder of the Issuer, or the staff at the Securities and Exchange Commission, upon request, the full information regarding the number of shares purchased at each separate price within the ranges set forth above.

2. The price reported in column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $28.0100 to $28.9650. The Reporting Person undertakes to provide the issuer, any security holder of the Issuer, or the staff at the Securities and Exchange Commission, upon request, the full information regarding the number of shares purchased at each separate price within the ranges set forth above.

3. The price reported in column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $28.0900 to $29.0850. The Reporting Person undertakes to provide the issuer, any security holder of the Issuer, or the staff at the Securities and Exchange Commission, upon request, the full information regarding the number of shares purchased at each separate price within the ranges set forth above.

4. The price reported in column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $28.0900 to $29.2350. The Reporting Person undertakes to provide the issuer, any security holder of the Issuer, or the staff at the Securities and Exchange Commission, upon request, the full information regarding the number of shares purchased at each separate price within the ranges set forth above.

5. The price reported in column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $28.8900 to $29.8850. The Reporting Person undertakes to provide the issuer, any security holder of the Issuer, or the staff at the Securities and Exchange Commission, upon request, the full information regarding the number of shares purchased at each separate price within the ranges set forth above.

6. The price reported in column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $29.8900 to $29.9900. The Reporting Person undertakes to provide the issuer, any security holder of the Issuer, or the staff at the Securities and Exchange Commission, upon request, the full information regarding then umber of shares purchased at each separate price within the ranges set forth above.

7. SC US (TTGP), Ltd. is (i) the general partner of SC U.S. Venture XIV Management, L.P., which is the general partner of each of Sequoia Capital U.S. Venture Fund XIV, L.P., Sequoia Capital U.S. Venture Partners Fund XIV, L.P., and Sequoia Capital U.S. Venture Partners Fund XIV (Q), L.P., or collectively, the XIV Funds, which together own 100% of the outstanding ordinary shares of Sequoia Capital USV XIV Holdco, Ltd., or XIV Holdco; (ii) the general partner of SC U.S. Growth VI Management, L.P., which is the general partner of each of Sequoia Capital U.S. Growth Fund VI, L.P., and Sequoia Capital U.S. Growth VI Principals Fund, L.P., or collectively, the GF VI Funds; (iii) 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., or collectively, the GF VII Funds;

8. (Continue from Footnote 7) (iv) the general partner of SC Global Growth II Management, L.P., which is the general partner of each of Sequoia Capital Global Growth Fund II, L.P., and Sequoia Capital Global Growth II Principals Fund, L.P., or collectively, the GGF II Funds; (v) the general partner of SCGGF III - Endurance Partners Management, L.P., which is the general partner of Sequoia Capital Global Growth Fund III - Endurance Partners, L.P., or GGF III; (vi) the general partner of SCGGF III - U.S./India Management, L.P., or GGF III US IND MGMT; and (vi) the general partner of SC US/E Expansion Fund I Management, L.P., which is the general partner of Sequoia Capital US/E Expansion Fund I, L.P., or collectively, the EXP I Funds. As a result, SC US (TTGP), Ltd. may be deemed to share voting and dispositive power with respect to the shares held by XIV Holdco, the GF VI Funds, the GF VII Funds, the GGF II Funds, GGF III, GGFIII US IND MGMT and the EXP I Funds.

9. (Continue from Footnote 8) The directors and stockholders of SC US (TTGP), Ltd. who exercise voting and investment discretion with respect to the GGF II Funds, GGF III, and GGF III US IND MGMT are Douglas M. Leone and Roelof Botha. As a result, and by virtue of the relationships described in this paragraph, each such person may be deemed to share voting and dispositive power with respect to the shares held by the GGF II Funds, GGF III, and GGF III US INDMGMT. Each of the reporting persons disclaims beneficial ownership of the shares held by XIV Holdco, the GF VI Funds, the GF VII Funds, the GGF II Funds, GGF III, GGF III US IND MGMT and the EXP I Funds, as applicable, except to the extent of his or 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.

10. Sequoia Grove Manager, LLC is the manager of Sequoia Grove II, LLC and the general partner of Sequoia Grove UK, L.P. As a result, Sequoia Grove Manager, LLC may be deemed to share beneficial ownership with respect to the shares held by Sequoia Grove II, LLC and Sequoia Grove UK, L.P. Each of Sequoia Grove Manager, LLC, Sequoia Grove II, LLC, and Sequoia Grove UK, L.P disclaims beneficial ownership of the shares held by Sequoia Grove II, LLC and Sequoia Grove UK, L.P., as applicable, 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 purpose.

Remarks:

Form 2 of 3

	By: /s/ Jung Yeon Son, by power of attorney for Roelof Botha, a Director of SC US (TTGP), Ltd.	02/22/2024
	By: /s/ Jung Yeon Son, by power of attorney for Roelof Botha, a Director of Sequoia Capital Global Growth II Management, L.P.	02/22/2024
	By: /s/ Jung Yeon Son, by power of attorney for Roelof Botha, a Director of Sequoia Capital Global Growth II Management, L.P., the General Partner of Sequoia Capital Global Growth Fund II, L.P.	02/22/2024
	By: /s/ Jung Yeon Son, by power of attorney for Roelof Botha, a Director of Sequoia Capital Global Growth II Management, L.P., the General Partner of Sequoia Capital Global Growth II Principals Fund, L.P.	02/22/2024
	By: /s/ Jung Yeon Son, by power of attorney for Roelof Botha, a Director of SCGGF III - U.S./India Management, L.P.	02/22/2024
	By: /s/ Jung Yeon Son, by power of attorney for Roelof Botha, a Director of SCGGF III - Endurance Partners Management, L.P	02/22/2024
	By: /s/ Jung Yeon Son, by power of attorney for Roelof Botha, a Director of SCGGF III - Endurance Partners Management, L.P, the General Partner of Sequoia Capital Global Growth Fund III - Endurance Partners, L.P.	02/22/2024
	By: /s/ Jung Yeon Son, by power of attorney for Roelof Botha, a Director of SC U.S. Venture XIV Management, L.P.	02/22/2024
	By: /s/ Jung Yeon Son, by power of attorney for Roelof Botha, a Director of SC U.S. Venture XIV Management, L.P., the General Partner of Sequoia Capital U.S. Venture Fund XIV, L.P.	02/22/2024
	By: /s/ Jung Yeon Son, by power of attorney for Roelof Botha, a Director of SC U.S. Venture XIV Management, L.P., the General Partner of Sequoia Capital U.S. Venture Partners Fund XIV, L.P.	02/22/2024
	** 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.
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Date	Price Target	Rating	Analyst
10/16/2024	$43.00	Hold	Jefferies
9/24/2024		Mkt Perform	Raymond James
9/5/2024	$45.00	Overweight	Cantor Fitzgerald
7/16/2024		Peer Perform	Wolfe Research
7/11/2024		Sector Weight	KeyBanc Capital Markets
6/5/2024	$37.00 → $45.00	Hold → Buy	Gordon Haskett
4/19/2024	$46.00	Buy	Loop Capital
4/1/2024		Overweight → Equal Weight	Fox Advisors

Sc Us (Ttgp), Ltd. bought $57,655,710 worth of shares (2,020,273 units at $28.54) (SEC Form 4)

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