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

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Unity Software Inc.

(Name of Issuer)

Common stock, $0.000005 par value

(Titles of Class of Securities)

91332U101

(CUSIP Number)

December 31, 2023

(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 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, as amended (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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Item 1(a). Name of Issuer:

Unity Software Inc.

Item 1(b). Address of Issuer’s Principal Executive Offices:

30 3^rd Street

San Francisco, California 94103-3104

Item 2(a). Name of Person Filing:

This Amendment No. 1 to Schedule 13G is being filed jointly by Silver Lake Partners IV, L.P., a Delaware limited partnership (“SLP IV”), Silver Lake Technology Investors IV (Delaware II), L.P., a Delaware limited partnership (“SLTI IV”), SLP Union Aggregator, L.P., a Delaware limited partnership (“SLP Union”), SLP Union GP, L.L.C., a Delaware limited liability company (“SLP Union GP”), Silver Lake Technology Associates IV, L.P., a Delaware limited partnership (“SLTA IV”), SLTA IV (GP), L.L.C., a Delaware limited liability company (“SLTA IV GP”) and Silver Lake Group, L.L.C., a Delaware limited liability company (“SLG”) (each a “Reporting Person” and, together, the “Reporting Persons”), pursuant to an agreement of joint filing.

The general partner of SLP Union is SLP Union GP. SLTA IV is the general partner of each of SLP IV and SLTI IV and is the managing member of SLP Union GP. The general partner of SLTA IV is SLTA IV GP. The managing member of SLTA IV GP is SLG.

Item 2(b). Address of Principal Business Office or, if none, Residence:

The principal business address of each of the Reporting Persons is as follows:

c/o Silver Lake

2775 Sand Hill Road, Suite 100

Menlo Park, CA 94025

Item 2(c). Citizenship:

See response to Item 4 of each of the cover pages and Item 2(a) above.

Item 2(d). Titles of Classes of Securities:

Common stock, $0.000005 par value (“Common Stock”).

Item 2(e). CUSIP Number:

91332U101

Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a(n):

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If filing as a non-U.S. institution in accordance with §240. 13d-1(b)(1)(ii)(J), please specify the type of institution:

Item 4. Ownership.

The information contained in rows 5, 6, 7, 8, 9, 10, and 11 on each of the cover pages of this Schedule 13G is incorporated by reference in its entirety into this Item 4.

The Reporting Persons may be deemed to beneficially own an aggregate of 34,735,404 shares of the Issuer’s Common Stock, consisting of (i) 19,943,044 shares of Common Stock held by Silver Lake Partners IV, L.P., (ii) 369,692 shares of Common Stock held by Silver Lake Technology Investors IV (Delaware II), L.P. and (iii) 14,422,668 shares of Common Stock held by SLP Union Aggregator, L.P., representing an aggregate of approximately 9.1% of the issued and outstanding shares of the Issuer’s Common Stock.

Beneficial ownership excludes shares of the Common Stock underlying an aggregate of $940,000,000 principal amount of 2.00% Convertible Senior Notes due 2027 (the “Convertible Notes”) held by affiliates of the Reporting Persons. The initial conversion rate of the Convertible Notes is equivalent to an initial conversion price of approximately $48.89 per share of Common Stock and is subject to adjustment from time to time upon the occurrence of certain customary events in accordance with the terms of an indenture governing the Convertible Notes. Upon conversion of the Convertible Notes, the Issuer will deliver, at its election, cash, shares of Common Stock or a combination thereof, and the Issuer has currently elected to settle the Convertible Notes held by affiliates of the Reporting Persons in a combination of cash and stock, whereby amounts due in excess of the principal amount of the Convertible Notes, if any, shall be settled by a delivery of shares of Common Stock. As of December 31, 2023, if affiliates of the Reporting Persons had converted their Convertible Notes, there would be no shares of Common Stock deliverable to affiliates of the Reporting Persons. The percentages of beneficial ownership in this Schedule 13G are based on 380,019,022 shares of Common Stock of the Issuer outstanding as of November 1, 2023, as reflected in the Issuer’s Quarterly Report on Form 10-Q, which was filed with the Securities and Exchange Commission on November 9, 2023.

Directors affiliated with Reporting Persons are entitled to earn director compensation pursuant to the Issuer’s standard director compensation arrangements, which compensation is held for the benefit of Silver Lake Technology Management, L.L.C., certain of its affiliates or certain of the funds they manage. Egon Durban serves as a director of the Issuer. As of December 31, 2023, Mr. Durban holds 21,304 shares of Common Stock and 5,328 unvested restricted stock units, scheduled to vest on the earlier of June 7, 2024 or the date of the Issuer’s next annual meeting of stockholders, subject to Mr. Durban’s continued service through such date. The beneficial ownership numbers reported herein do not include any shares of Common Stock and restricted stock units awarded as director compensation and the Reporting Persons disclaim beneficial ownership over such securities.

See responses to Item 11 on each cover page and Items 2(a) and 4(a) above.

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See responses to Item 5 on each cover page and Items 2(a) and 4(a) above.

See responses to Item 6 on each cover page and Items 2(a) and 4(a) above.

See responses to Item 7 on each cover page and Items 2(a) and 4(a) above.

See responses to Item 8 on each cover page and Items 2(a) and 4(a) above.

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.

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SIGNATURE

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

Dated: February 9, 2024