Form 4 UiPath, Inc. For: Jun 15 Filed by: Accel London V Strategic Partners L.P.

June 17, 2021 5:43 PM EDT

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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 *
Accel Growth Fund IV L.P.

(Last) (First) (Middle)
500 UNIVERSITY AVENUE

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
UiPath, Inc. [ PATH ]
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)
06/15/2021
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)
Code V Amount (A) or (D) Price
Class A common stock 06/15/2021   J (1)   1,395,512 D $ 0 23,880,020 D (2)  
Class A common stock 06/15/2021   J (3)   7,939 D $ 0 135,866 I Accel Growth Fund IV Strategic Partners L.P. (4)
Class A common stock 06/15/2021   J (5)   66,747 D $ 0 1,142,199 I Accel Growth Fund Investors 2016 L.L.C. (6)
Class A common stock 06/15/2021   J (7) (8)   2,455,185 D $ 0 54,056,902 I Accel London V L.P. (9)
Class A common stock 06/15/2021   J (10)   37,398 D $ 0 823,410 I Accel London V Strategic Partners L.P. (11)
Class A common stock 06/15/2021   J (12)   237,219 D $ 0 5,222,960 I Accel London Investors 2016 L.P. (13)
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. On June 15, 2021, Accel Growth Fund IV L.P. distributed, for no consideration, 1,395,512 shares of Class A common stock of the Issuer (the "Accel Growth IV Shares") to its limited partners and to Accel Growth Fund IV Associates L.L.C., the general partner of Accel Growth Fund IV L.P., representing each such partner's pro rata interest in such Accel Growth IV Shares. On the same date, Accel Growth Fund IV Associates L.L.C. distributed, for no consideration, the Accel Growth IV Shares it received in the distribution by Accel Growth Fund IV L.P. to its members, representing each such member's pro rata interest in such Accel Growth IV Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended.
10. On June 15, 2021, Accel London V Strategic Partners L.P. distributed, for no consideration, 37,398 shares of Class A common stock of the Issuer (the "Accel London V SP Shares") to its limited partners and to Accel London V Associates L.L.C., the general partner of Accel London V Strategic Partners L.P., representing each such partner's pro rata interest in such Accel London V SP Shares. On the same date, Accel London V Associates L.L.C. distributed, for no consideration, the Accel London V SP Shares it received in the distribution by Accel London V Strategic Partners L.P. to its members, representing each such member's pro rata interest in such Accel London V SP Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended.
11. These shares are held by Accel London V Strategic Partners L.P.
12. On June 15, 2021, Accel London Investors 2016 L.P. distributed, for no consideration, 237,219 shares of Class A common stock of the Issuer (the "Accel London Investors Shares") to its limited partners and to Accel London V Associates L.L.C., the general partner of Accel London Investors 2016 L.P., representing each such partner's pro rata interest in such Accel London Investors Shares. On that same date, Accel London V Associates L.L.C. distributed, for no consideration, the Accel London Investors Shares it received in the distribution by Accel London Investors 2016 L.P. to its members, representing each such member's pro rata interest in such Accel London Investors Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended.
13. These shares are held by Accel London Investors 2016 L.P.
2. These shares are held by Accel Growth Fund IV L.P. Accel Growth Fund IV Associates L.L.C. ("Accel Growth Fund IV GP") is the general partner of each of Accel Growth Fund IV L.P. and Accel Growth Fund IV Strategic Partners L.P. (together, the "Accel Growth Fund IV Entities"). Accel Growth Fund IV GP has sole voting and dispositive power with regard to the shares held by the Accel Growth Fund IV Entities. Accel Growth Fund IV GP disclaims Section 16 beneficial ownership over the securities reported herein except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that such reporting person is the beneficial owner of such securities for Section 16 or any other purpose.
3. On June 15, 2021, Accel Growth Fund IV Strategic Partners L.P. distributed, for no consideration, 7,939 shares of Class A common stock of the Issuer (the "Accel Growth IV SP Shares") to its limited partners and to Accel Growth Fund IV Associates L.L.C., the general partner of Accel Growth Fund IV Strategic Partners L.P., representing each such partner's pro rata interest in such Accel Growth IV SP Shares. On the same date, Accel Growth Fund IV Associates L.L.C. distributed, for no consideration, the Accel Growth IV SP Shares it received in the distribution by Accel Growth Fund IV Strategic Partners L.P. to its members, representing each such member's pro rata interest in such Accel Growth II SP Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended.
4. These shares are held by Accel Growth Fund IV Strategic Partners L.P.
5. On June 15, 2021, Accel Growth Fund Investors 2016 L.L.C. distributed, for no consideration, 66,747 shares of Class A common stock of the Issuer to its members, representing each such member's pro rata interest in such shares. The aforementioned distribution was made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended.
6. These shares are held by Accel Growth Fund Investors 2016 L.L.C.
7. On June 15, 2021, Accel London V L.P. distributed, for no consideration, 2,455,185 shares of Class A common stock of the Issuer (the "Accel London V Shares") to its limited partners and to Accel London V Associates L.P., the general partner of Accel London V L.P., representing each such partner's pro rata interest in such Accel London V Shares. On the same date, Accel London V Associates L.P. distributed, for no consideration, the Accel London V Shares it received in the distribution by Accel London V L.P. to its limited partners and to Accel London V Associates L.L.C., the general partner of Accel London V Associates L.P., representing each such partner's pro rata interest in such Accel London V Shares. Continued in footnote (8) below.
8. Continued from footnote (7): Also on that same date, Accel London V Associates L.L.C. distributed, for no consideration, the Accel London V Shares it received in the distribution by Accel London V Associates L.P. to its members, representing each such member's pro rata interest in such Accel London V Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended.
9. These shares are held by Accel London V L.P. Accel London V Associates L.P. is the general partner of Accel London V L.P. and has sole voting and dispositive power with regard to the shares held by Accel London V Associates L. P. Accel London V Associates L.L.C. is the general partner of Accel London V Associates L.P. and Accel London Investors 2016 L.P (together with Accel London V L.P., the "Accel London V Entities"). Accel London V Associates L.P. has sole voting and dispositive power with regard to the shares held by the Accel London V Entities. Each of Accel London V Associates L.P. and Accel London V Associates L.L.C. disclaims Section 16 beneficial ownership over the securities reported herein except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that either such reporting person is the beneficial owner of such securities for Section 16 or any other purpose.
/s/ Tracy Sedlock, attorney in fact for Accel Growth Fund IV L.P. 06/17/2021
** Signature of Reporting Person Date
/s/ Tracy Sedlock, attorney in fact for Accel Growth Fund IV Strategic Partners L.P. 06/17/2021
** Signature of Reporting Person Date
/s/ Tracy Sedlock, attorney in fact for Accel Growth Fund Investors 2016 L.L.C. 06/17/2021
** Signature of Reporting Person Date
/s/ Tracy Sedlock, attorney in fact for Accel London V L.P. 06/17/2021
** Signature of Reporting Person Date
/s/ Tracy Sedlock, attorney in fact for Accel London V Strategic Partners L.P. 06/17/2021
** Signature of Reporting Person Date
/s/ Tracy Sedlock, attorney in fact for Accel London Investors 2016 L.P. 06/17/2021
** 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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GRANT OF POWER OF ATTORNEY

A. Power of Attorney. Effective as of January 31, 2017, each entity listed on
Schedule A attached hereto, and such additional affiliated entities that shall
come into existence from time to time (each, a "Granting Entity"), hereby
constitutes and appoints Tracy L. Sedlock and Richard H. Zamboldi as its true
and lawful attorneys-in-fact and agent with full power of substitution, in its
name, place and stead to make, execute, sign and file such instruments,
documents or certificates as may be necessary or proper in the normal course of
such Granting Entitys business.

Each Granting Entity hereby further grants to such attorneys-in-fact full power
and authority to do and perform all and every act and thing whatsoever
requisite, necessary and proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as such Granting
Entity might or could do if present, hereby ratifying and confirming all that
such attorneys-in-fact shall lawfully do or cause to be done by virtue of this
Power of Attorney and the rights and powers herein granted, including, without
limitation, the authority to execute documents on behalf of such Granting Entity
in connection with investments made by such Granting Entity or any entity
controlled by such Granting Entity.  Each Granting Entity acknowledges that no
such attorneys-in-fact, in serving in such capacity at the request of the
undersigned, is hereby assuming any of the undersigned entities responsibilities
under the tax laws of the United States, any state or other jurisdiction.  This
Power of Attorney shall remain in full force and effect with respect to each
such Granting Entity from the date hereof until revoked by each respective
Granting Entity in a signed writing delivered to the foregoing
attorneys-in-fact.

B. Consent to Grant of Power of Attorney.  As of the date set forth above, each
of the undersigned persons, individually and in his capacity as a member,
partner or equity holder (each, a "Constituent Member") of a Granting Entity and
as a member, partner, trustee or equity holder of any Constituent Member, hereby
consents to, and causes each such Granting Entity and Constituent Member, to
consent to and cause, the grant of Power of Attorney set forth in Paragraph A
above.

Schedule A GRANTING ENTITIES

Accel London Investors 2016 L.P.
Accel Growth Fund Investors 2016 L.L.C.
Accel Leaders Fund Investors L.L.C.
Accel Growth Fund IV Associates L.L.C.
Accel Leaders Fund Associates L.L.C.
Accel London V Associates L.P.
Accel London V Associates L.L.C.

IN WITNESS WHEREOF, each of the undersigned have executed this Grant of Power of
Attorney or a counterpart hereto as of the date first set forth above.

/s/ Andrew G. Braccia

Andrew G. Braccia in his individual capacity and as member, partner, officer,
trustee or equity holder of every entity that is an equity holder of a Granting
Entity

/s/ Kevin J. Efrusy

Kevin J. Efrusy in his individual capacity and as member, partner, officer,
trustee or equity holder of every entity that is an equity holder of a Granting
Entity

/s/ Sameer K. Gandhi

Sameer K. Gandhi in his individual capacity and as member, partner, officer,
trustee or equity holder of every entity that is an equity holder of a Granting
Entity

/s/ Ping Li

Ping Li in his individual capacity and as member, partner, officer, trustee or
equity holder of every entity that is an equity holder of a Granting Entity

/s/ Arthur C. Patterson

Arthur C. Patterson in his individual capacity and as member, partner, officer,
trustee or equity holder of every entity that is an equity holder of a Granting
Entity

/s/ Tracy L. Sedlock

Tracy L. Sedlock in his individual capacity and as member, partner, officer,
trustee or equity holder of every entity that is an equity holder of a Granting
Entity

/s/ James R. Swartz

James R. Swartz in his individual capacity and as member, partner, officer,
trustee or equity holder of every entity that is an equity holder of a Granting
Entity

/s/ Ryan J. Sweeney

Ryan J. Sweeney in his individual capacity and as member, partner, officer,
trustee or equity holder of every entity that is an equity holder of a Granting
Entity

/s/ Richard P. Wong

Richard P. Wong in his individual capacity and as member, partner, officer,
trustee or equity holder of every entity that is an equity holder of a Granting
Entity



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