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*
Dovrat Shlomo

(Last) (First) (Middle)
C/O UNITY SOFTWARE INC.
30 3RD STREET

(Street)
SAN FRANCISCO CA 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
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/07/2023
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)
Code V Amount (A) or (D) Price
Common Stock 08/07/2023 S 1,929 D $39.95 5,493,685 I By Viola Ventures III, L.P.(1)
Common Stock 08/07/2023 J(2) 3,080,317 D $0(2) 2,413,368 I By Viola Ventures III, L.P.(1)
Common Stock 08/07/2023 S 14,683 D $39.95 2,398,685 I By Viola Ventures III, L.P.(1)
Common Stock 08/07/2023 J(3) 779,916 A $0(3) 779,916 I By Viola Ventures GP 3 Ltd.(4)
Common Stock 08/08/2023 J(5) 576,091 D $0(5) 203,825 I By Viola Ventures GP 3 Ltd.(4)
Common Stock 08/08/2023 S 197,659 D $38.12 6,166 I By Viola Ventures GP 3 Ltd.(4)
Common Stock 08/09/2023 S 500 D $38.56 5,666 I By Viola Ventures GP 3 Ltd.(4)
Common Stock 08/07/2023 J(6) 57,637 A $0(6) 57,637 I By VP Partners III (Israel), L.P.(7)
Common Stock 08/07/2023 J(8) 80,551 A $0(8) 80,551 I By VP Partners III (Cayman), L.P.(9)
Common Stock 08/08/2023 J(10) 110,420 A $0(10) 224,246(11) D
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. The shares of common stock, par value $0.000005 per share, of the Issuer ("Common Stock") reported in this line are held directly by Viola Ventures III, L.P. ("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 disclaims beneficial ownership of shares of Common Stock held by Viola Ventures III except to the extent of his pecuniary interest therein.
2. The transaction reported in this row consists of the distribution in kind, without consideration, by Viola Ventures III of 3,080,317 shares of Common Stock to its partners.
3. The transaction reported in this row consists of the receipt by Viola Ventures GP of 779,916 shares of Common Stock, in the aggregate, from Viola Ventures III (773,750 shares as carried interest and 6,166 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.
4. The shares of Common Stock reported in this row are 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.
5. The transaction reported in this row consists of the distribution in kind, without consideration, by Viola Ventures GP of 576,091 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.
6. 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 57,637 shares of Common Stock via the distribution in kind by Viola Ventures III that is reported in the second row of this table.
7. The shares of Common Stock reported in this row are 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.
8. 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 80,551 shares of Common Stock via the distribution in kind by Viola Ventures III that is reported in the second row of this table.
9. The shares of Common Stock reported in this row are 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.
10. 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 110,420 shares of Common Stock via the distribution in kind by Viola Ventures GP of those shares (which shares were among the 576,091 shares distributed by Viola Ventures GP in respect of carried interest, as described in footnote (5) above).
11. 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 08/09/2023
** 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).
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