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

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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).

1. Name and Address of Reporting Person^*

RICCITIELLO JOHN S.

(Last)

(First)

(Middle)

C/O UNITY SOFTWARE INC.

30 3RD STREET

(Street)

SAN FRANCISCO

94103

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Unity Software Inc. [ U ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/04/2020

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

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

X	Form filed by One Reporting Person
	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	06/04/2020		A		437,500⁽¹⁾	A	$0	7,221,232	D
Common Stock	06/09/2020		M		65,083	A	$1.425	65,083	I	See footnote⁽²⁾
Common Stock	06/16/2020		S		21,500	D	$31	43,583	I	See footnote⁽²⁾
Common Stock	06/27/2020		S		43,583	D	$29.5	0	I	See footnote⁽²⁾
Common Stock	06/23/2020		S		1,400,000	D	$27.5	5,821,232	D
Common Stock	11/16/2020		M		209,999	A	$4.03	6,031,231	D
Common Stock	11/16/2020		M		101,237	A	$1.425	101,237	I	See footnote⁽²⁾
Common Stock	11/16/2020		M		89,999	A	$4.03	191,236	I	See footnote⁽²⁾
Common Stock	11/16/2020		M		32,999	A	$11.28	224,235	I	See footnote⁽²⁾
Common Stock	11/16/2020		S		24,088	D	$106.49⁽³⁾	6,007,143	D
Common Stock	11/16/2020		S		72,805	D	$107.36⁽⁴⁾	5,934,338	D
Common Stock	11/16/2020		S		42,095	D	$108.34⁽⁵⁾	5,892,243	D
Common Stock	11/16/2020		S		23,950	D	$109.33⁽⁶⁾	5,868,293	D
Common Stock	11/16/2020		S		26,705	D	$110.38⁽⁷⁾	5,841,588	D
Common Stock	11/16/2020		S		20,256	D	$111.15⁽⁸⁾	5,821,332	D
Common Stock	11/16/2020		S		100	D	$112	5,821,232	D
Common Stock	11/16/2020		S		8,188	D	$105.98⁽⁹⁾	216,047	I	See footnote⁽²⁾
Common Stock	11/16/2020		S		26,113	D	$106.88⁽¹⁰⁾	189,934	I	See footnote⁽²⁾
Common Stock	11/16/2020		S		39,484	D	$107.94⁽¹¹⁾	150,450	I	See footnote⁽²⁾
Common Stock	11/16/2020		S		77,635	D	$108.97⁽¹²⁾	72,815	I	See footnote⁽²⁾
Common Stock	11/16/2020		S		65,289	D	$109.93⁽¹³⁾	7,526	I	See footnote⁽²⁾
Common Stock	11/16/2020		S		6,226	D	$110.91⁽¹⁴⁾	1,300	I	See footnote⁽²⁾
Common Stock	11/16/2020		S		1,300	D	$111.95⁽¹⁵⁾	0	I	See footnote⁽²⁾

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)
Stock Option (Right to Buy)	$19.62	06/04/2020		A		875,000		⁽¹⁶⁾	06/03/2030	Common Stock	875,000	$0	875,000	D
Stock Option (Right to Buy)	$1.425	06/09/2020		M			65,083	⁽¹⁷⁾	05/04/2025	Common Stock	65,083	$0	674,917	I	See footnote⁽²⁾
Stock Option (Right to Buy)	$4.03	11/16/2020		M			209,999	⁽¹⁸⁾	03/27/2027	Common Stock	209,999	$0	3,790,001	D
Stock Option (Right to Buy)	$1.425	11/16/2020		M			101,237	⁽¹⁷⁾	05/04/2025	Common Stock	101,237	$0	573,680	I	See footnote⁽²⁾
Stock Option (Right to Buy)	$4.03	11/16/2020		M			89,999	⁽¹⁷⁾	03/27/2027	Common Stock	89,999	$0	510,001	I	See footnote⁽²⁾
Stock Option (Right to Buy)	$11.28	11/16/2020		M			32,999	⁽¹⁷⁾	04/06/2029	Common Stock	32,999	$0	187,001	I	See footnote⁽²⁾

Explanation of Responses:

1. The reporting person received an award of 437,500 shares issuable pursuant to restricted stock units on June 4, 2020. 20% of the shares subject to this award vest on each of May 25, 2022 and May 25, 2023 and 30% of the shares subject to this award vest on each of May 25, 2024 and May 25, 2025, subject to the reporting person's continued service through each vesting date.

2. The securities are held by the reporting person's fiancee.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $105.88 to $106.88, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $106.89 to $107.89, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $107.90 to $108.90, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $108.91 to $109.91, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $109.92 to $110.90, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $110.93 to $111.75, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $105.42 to $106.40, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $106.43 to $107.41, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $107.49 to $108.49, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $108.50 to $109.50, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $109.53 to $110.51, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

14. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $110.62 to $111.54, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

15. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $111.70 to $112.34, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

16. The underlying option is exercisable as follows: 20% of the shares subject to the option vest on each of March 31, 2022 and March 31, 2023 and 30% of the shares subject to the option vest on each of March 31, 2024 and March 31, 2025, subject to the reporting person's continued service through each vesting date.

17. Fully vested.

18. The underlying option is exercisable as follows: 2.5% of the shares subject to the option vested on December 31, 2018 and 32.5% of the shares vest annually thereafter for 3 years, subject to the reporting person's continued service through each vesting date.

Remarks:

	/s/ Ruth Ann Keene, Attorney-in-fact	11/18/2020
	** 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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