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Form 4 Unity Software Inc. For: May 27 Filed by: BOTHA ROELOF

June 1, 2021 7:33 PM
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 *
BOTHA ROELOF
(Last) (First) (Middle)
2800 SAND HILL ROAD, SUITE 101
(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)
05/27/2021
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 05/27/2021 J 2,456,346 D (1) 9,834,172 I Sequoia Capital Global Growth Fund, L.P. (2) (3)
Common Stock 05/27/2021 J 2,738,095 D (1) 11,252,953 I Sequoia Capital Global Growth Fund III - Endurance Partners, L.P. (2) (3)
Common Stock 05/27/2021 J 6,362,511 D (1) 15,048,189 I Sequoia Capital XII, L.P. (2) (3)
Common Stock 05/27/2021 J 1,803,969 D (1) 4,212,349 I Sequoia Capital U.S. Growth Fund VI, L.P. (2) (3)
Common Stock 05/27/2021 J 1,388,741 A (1) 1,391,527 I By estate planning vehicle
Common Stock 05/27/2021 J 1,946,111 A (1) 1,946,111 I By Sequoia Grove II, LLC ( (5)
Common Stock 356,651 I Sequoia Capital Global Growth Principals Fund, L.P. (2) (3)
Common Stock 2,288,320 I Sequoia Capital XII Principals Fund, LLC (2) (3)
Common Stock 801,160 I Sequoia Technology Partners XII, L.P. (2) (3)
Common Stock 301,354 I Sequoia Capital U.S. Growth VI Principals Fund, L.P. (2) (3)
Common Stock 14,526 (4) 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. Represents a distribution of Common Stock of the Issuer to partners or members.
2. The Reporting Person is a director and stockholder of SC US (TTGP), Ltd. SC US (TTGP), Ltd. is (i) the general partner of SC U.S. Growth VI Management, L.P., which is the general partner of each of Sequoia Capital U.S. Growth Fund VI, L.P. (GFVI) and Sequoia Capital U.S. Growth VI Principals Fund, L.P. (GFVI PF) (collectively, the GFVI Funds); (ii) the general partner of SCGGF Management, L.P., which is the general partner of each of Sequoia Capital Global Growth Fund, LP (GGF) and Sequoia Capital Global Growth Principals Fund, LP (GGF PF) (collectively, the GGF Funds); and (iii) the general partner of SCGGF III - Endurance Partners Management, L.P., which is the general partner of Sequoia Capital Global Growth Fund III - Endurance Partners, L.P. (GGF III). SC XII Management, LLC is a general partner of each of Sequoia Capital XII, L.P. (XII) and Sequoia Technology Partners XII, L.P. (STP XII),
3. (continued from footnote 2) and the managing member of Sequoia Capital XII Principals Fund, LLC (XII PF) (collectively the XII Funds). Voting and disposition decisions at SC US (TTGP), Ltd. with respect to the shares held by the GGFIII are made by an investment committee that includes the Reporting Person. The Reporting Person disclaims beneficial ownership of the securities included in this report, except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
4. Represents restricted stock units granted to the Reporting Person. The shares subject to this award vest in full on the date of the Issuer's first annual meeting of stockholders that occurs following the completion of the Issuer's initial public offering, subject to the Reporting Person's continued service through that date.
5. The Reporting Person is a member of Sequoia Grove II, LLC. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
/s/ Jung Yeon Son, Attorney-in-fact for Roelof Botha 06/01/2021
** 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).
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