Form 4 Unity Software Inc. For: Nov 24 Filed by: Silver Lake Group, L.L.C.

November 29, 2021 8:00 PM EST

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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 *
SLTA IV (GP), L.L.C.

(Last) (First) (Middle)
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100

(Street)
MENLO PARK CA 94025

(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 X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/24/2021
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
Common Stock 11/24/2021   J (10)   4,000,000 D $ 0 (10) 20,083,570 I Held through Silver Lake Partners IV, L.P. (1) (5)
Common Stock 11/24/2021   S   10,545 D $ 179.07 (11) 20,073,025 I Held through Silver Lake Partners IV, L.P. (1) (5)
Common Stock 11/24/2021   S   195 D $ 179.07 (11) 444,557 I Held through Silver Lake Technology Investors IV (Delaware II), L.P. (2) (5)
Common Stock 11/24/2021   S   16,411 D $ 179.97 (12) 20,056,614 I Held through Silver Lake Partners IV, L.P. (1) (5)
Common Stock 11/24/2021   S   304 D $ 179.97 (12) 444,253 I Held through Silver Lake Technology Investors IV (Delaware II), L.P. (2) (5)
Common Stock 11/24/2021   S   5,565 D $ 181.06 (13) 20,051,049 I Held through Silver Lake Partners IV, L.P. (1) (5)
Common Stock 11/24/2021   S   103 D $ 181.06 (13) 444,150 I Held through Silver Lake Technology Investors IV (Delaware II), L.P. (2) (5)
Common Stock 11/24/2021   S   11,041 D $ 181.93 (14) 20,040,008 I Held through Silver Lake Partners IV, L.P. (1) (5)
Common Stock 11/24/2021   S   205 D $ 181.93 (14) 443,945 I Held through Silver Lake Technology Investors IV (Delaware II), L.P. (2) (5)
Common Stock 11/24/2021   S   5,528 D $ 182.74 (15) 20,034,480 I Held through Silver Lake Partners IV, L.P. (1) (5)
Common Stock 11/24/2021   S   103 D $ 182.74 (15) 443,842 I Held through Silver Lake Technology Investors IV (Delaware II), L.P. (2) (5)
Common Stock 11/26/2021   J (10)   91,436 D $ 0 (10) 20,083,570 I Held through Silver Lake Partners IV, L.P. (1) (5)
Common Stock 11/26/2021   G V 2,518 D $ 0 5,613 (6) I See footnote (6)
Common Stock 11/26/2021   G V 5,206 D $ 0 114,721 (7) D (7)  
Common Stock 11/26/2021   S   9,259 D $ 175.74 (16) 434,583 I Held through Silver Lake Technology Investors IV (Delaware II), L.P. (2) (5)
Common Stock 11/26/2021   S   701 D $ 175.74 (16) 4,912 I See footnote (6)
Common Stock 11/26/2021   S   19,138 D $ 176.78 (17) 415,445 I Held through Silver Lake Technology Investors IV (Delaware II), L.P. (2) (5)
Common Stock 11/26/2021   S   1,449 D $ 176.78 (17) 3,463 I See footnote (6)
Common Stock 11/26/2021   S   16,516 D $ 177.75 (18) 398,929 I Held through Silver Lake Technology Investors IV (Delaware II), L.P. (2) (5)
Common Stock 11/26/2021   S   1,250 D $ 177.75 (18) 2,213 I See footnote (6)
Common Stock 11/26/2021   S   29,237 D $ 178.71 (19) 369,692 I Held through Silver Lake Technology Investors IV (Delaware II), L.P. (2) (5)
Common Stock 11/26/2021   S   2,213 D $ 178.71 (19) 0 I See footnote (6)
Common Stock               14,422,668 I Held through SLP Union Aggregator, L.P. (3) (5)
Common Stock               249,015 (4) I Held through Silver Lake Group, L.L.C. (4) (5)
Common Stock               4,040 (8) I See footnote (8)
Common Stock               15,755 I See footnote (9)
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. These securities are directly owned by Silver Lake Partners IV, L.P. ("SLP IV").
2. These securities are directly owned by Silver Lake Technology Investors IV (Delaware II), L.P. ("SLTI IV").
3. These securities are directly owned by SLP Union Aggregator, L.P. ("SLP Union"), the general partner of which is SLP Union GP, L.L.C. ("SLP Union GP").
4. These securities are directly owned by Silver Lake Group, L.L.C. ("SLG"), including shares received in connection with the distributions of shares of Common Stock reported herein. The receipt of such shares of Common Stock was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act.
5. Silver Lake Technology Associates IV, L.P. ("SLTA IV") is the general partner of SLP IV and SLTI IV and the managing member of SLP Union GP. The general partner of SLTA IV is SLTA IV (GP), L.L.C. ("SLTA IV GP"), the managing member of which is SLG. Mr. Durban serves as a director of the Issuer and Co-CEO and a Managing Partner of SLG. Each of SLP IV, SLTI IV, SLP Union, SLP Union GP, SLTA IV, SLTA IV GP and SLG may be deemed to be a director by deputization of the Issuer.
6. These shares of Common Stock were received indirectly by Mr. Egon Durban through his indirect interest in an entity in which he may be deemed to have a pecuniary interest, in connection with the pro rata distributions made by SLP IV and its affiliates described herein. The receipt of such shares of Common Stock indirectly by Mr. Durban was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act.
7. Represents shares of Common Stock held by Mr. Egon Durban, including shares received in connection with the distributions of shares of Common Stock reported herein. The receipt of such shares of Common Stock was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act.
8. Represents shares of Common Stock beneficially owned indirectly by Mr. Durban through a trust for the benefit of certain family members, including shares received in connection with the distributions of shares of Common Stock reported herein. The receipt of such shares of Common Stock indirectly by Mr. Durban was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act.
9. These securities are held by Mr. Durban for the benefit of Silver Lake Technology Management, L.L.C., certain of its affiliates, and certain of the funds they manage ("Silver Lake"). Mr. Durban serves as a director of the Issuer. Pursuant to Mr. Durban's arrangement with Silver Lake with respect to director compensation, upon the sale of these securities, the proceeds from such sale(s) are expected to be remitted to Silver Lake and/or its limited partners. Mr. Durban, through his role at Silver Lake and its affiliates, may be deemed to have an indirect interest in the securities reported herein.
10. Represents distributions by Silver Lake Partners IV, L.P. ("SLP IV") and certain of its affiliates of shares of common stock of the Issuer ("Common Stock") to their respective partners and members as in-kind distributions. The receipt of shares of Common Stock by each of the Reporting Persons was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act.
11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $178.53 to $179.49, inclusive. The reporting persons undertake 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 ranges set forth in the footnotes to this Form 4.
12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $179.50 to $180.47, inclusive.
13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $180.54 to $181.49, inclusive.
14. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $181.50 to $182.47, inclusive.
15. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $182.50 to $183.01, inclusive.
16. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $175.22 to $176.20, inclusive.
17. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $176.22 to $177.21, inclusive.
18. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $177.26 to $178.23, inclusive.
19. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $178.26 to $179.26, inclusive.
Remarks:
The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). This filing shall not be deemed an admission that the Reporting Persons are beneficial owners of all securities covered by this filing for purposes of Section 16 of the Exchange Act or otherwise, and each Reporting Person disclaims beneficial ownership of these securities, except to the extent of such Reporting Person's pecuniary interest therein, if any.
By: /s/ Egon Durban, Co-CEO of Silver Lake Group, L.L.C. 11/29/2021
** Signature of Reporting Person Date
By: /s/ Egon Durban, Co-CEO of Silver Lake Group, L.L.C., managing member of SLTA IV (GP), L.L.C. 11/29/2021
** Signature of Reporting Person Date
By: /s/ Egon Durban, Co-CEO of Silver Lake Group, L.L.C., managing member of SLTA IV (GP), L.L.C., general partner of Silver Lake Technology Associates IV, L.P. 11/29/2021
** Signature of Reporting Person Date
By: /s/ Egon Durban, Co-CEO of Silver Lake Group, L.L.C., managing member of SLTA IV (GP), L.L.C., general partner of Silver Lake Technology Associates IV, L.P., general partner of Silver Lake Partners IV, L.P. 11/29/2021
** Signature of Reporting Person Date
By: /s/ Egon Durban, Co-CEO of Silver Lake Group, L.L.C., managing member of SLTA IV (GP), L.L.C., GP of Silver Lake Technology Associates IV, L.P., general partner of Silver Lake Technology Investors IV (Delaware II), L.P. 11/29/2021
** Signature of Reporting Person Date
EGON DURBAN: /s/ Egon Durban 11/29/2021
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.


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