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    SEC Form SC 13G/A filed by Unity Software Inc. (Amendment)

    2/14/23 4:02:04 PM ET
    $U
    Computer Software: Prepackaged Software
    Technology
    Get the next $U alert in real time by email
    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 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.

    **

    This CUSIP number applies to the Issuer’s 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

       5    

      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 Issuer’s 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

       5    

      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 Issuer’s 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

       5    

      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 Issuer’s 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

       5    

      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 Issuer’s 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

       5    

      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 Issuer’s 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

       5    

      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 Issuer’s 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

       5    

      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 Issuer’s 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

       5    

      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 Issuer’s 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

       5    

      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 Issuer’s 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

       5    

      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 Issuer’s 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 Issuer’s 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 Issuer’s 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

       5    

      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 Issuer’s 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

       5    

      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 Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2022.


      1    

      NAME OF REPORTING PERSON

     

      SCGGF III–ENDURANCE PARTNERS MANAGEMENT, L.P. (“SCGGF III—ENDURANCE 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

       5    

      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 Issuer’s 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

       5    

      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 Issuer’s 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

       5    

      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 Issuer’s 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 Issuer’s 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 Issuer’s 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

       5    

      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 Issuer’s 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 Issuer’s 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 Issuer’s 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

       5    

      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 Issuer’s 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

       5    

      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 Issuer’s 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

       5    

      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 Issuer’s 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 Issuer’s 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

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