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Form 3 UiPath, Inc. For: Apr 20 Filed by: Botteri Philippe

April 20, 2021 7:32 PM EDT
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person *
Botteri Philippe

(Last) (First) (Middle)
C/O UIPATH, INC., 90 PARK AVE, 20TH FL

(Street)
NEW YORK NY 10016

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
04/20/2021
3. Issuer Name and Ticker or Trading Symbol
UiPath, Inc. [ PATH ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock 16,057 (1)
D
 
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series A-1 Preferred Stock   (2)   (2) Class A Common Stock 58,774,710 (2) I By Accel London V L.P. (3)
Series B-1 Preferred Stock   (2)   (2) Class A Common Stock 2,570,880 (2) I By Accel London V L.P. (3)
Series B-2 Preferred Stock   (2)   (2) Class A Common Stock 762,570 (2) I By Accel London V L.P. (3)
Series E Preferred Stock   (2)   (2) Class A Common Stock 24,186 (2) I By Accel London V L.P. (3)
Series A-1 Preferred Stock   (2)   (2) Class A Common Stock 895,290 (2) I By Accel London V Strategic Partners L.P. (3)
Series B-1 Preferred Stock   (2)   (2) Class A Common Stock 39,150 (2) I By Accel London V Strategic Partners L.P. (3)
Series B-2 Preferred Stock   (2)   (2) Class A Common Stock 11,610 (2) I By Accel London V Strategic Partners L.P. (3)
Series E Preferred Stock   (2)   (2) Class A Common Stock 368 (2) I By Accel London V Strategic Partners L.P. (3)
Series A-1 Preferred Stock   (2)   (2) Class A Common Stock 5,678,790 (2) I By Accel London Investors 2016 L.P. (4)
Series B-1 Preferred Stock   (2)   (2) Class A Common Stock 248,400 (2) I By Accel London Investors 2016 L.P. (4)
Series B-2 Preferred Stock   (2)   (2) Class A Common Stock 73,680 (2) I By Accel London Investors 2016 L.P. (4)
Series E Preferred Stock   (2)   (2) Class A Common Stock 2,337 (2) I By Accel London Investors 2016 L.P. (4)
Series B-1 Preferred Stock   (2)   (2) Class A Common Stock 20,642,310 (2) I By Accel Growth Fund IV L.P. (5)
Series B-2 Preferred Stock   (2)   (2) Class A Common Stock 6,122,730 (2) I By Accel Growth Fund IV L.P. (5)
Series C-1 Preferred Stock   (2)   (2) Class A Common Stock 827,211 (2) I By Accel Growth Fund IV L.P. (5)
Series C-2 Preferred Stock   (2)   (2) Class A Common Stock 660,711 (2) I By Accel Growth Fund IV L.P. (5)
Series D-1 Preferred Stock   (2)   (2) Class A Common Stock 185,880 (2) I By Accel Growth Fund IV L.P. (5)
Series D-2 Preferred Stock   (2)   (2) Class A Common Stock 31,212 (2) I By Accel Growth Fund IV L.P. (5)
Series B-1 Preferred Stock   (2)   (2) Class A Common Stock 117,450 (2) I By Accel Growth Fund IV Strategic Partners L.P. (5)
Series B-2 Preferred Stock   (2)   (2) Class A Common Stock 34,830 (2) I By Accel Growth Fund IV Strategic Partners L.P. (5)
Series C-1 Preferred Stock   (2)   (2) Class A Common Stock 4,707 (2) I By Accel Growth Fund IV Strategic Partners L.P. (5)
Series C-2 Preferred Stock   (2)   (2) Class A Common Stock 3,759 (2) I By Accel Growth Fund IV Strategic Partners L.P. (5)
Series D-1 Preferred Stock   (2)   (2) Class A Common Stock 1,056 (2) I By Accel Growth Fund IV Strategic Partners L.P. (5)
Series D-2 Preferred Stock   (2)   (2) Class A Common Stock 177 (2) I By Accel Growth Fund IV Strategic Partners L.P. (5)
Series B-1 Preferred Stock   (2)   (2) Class A Common Stock 987,330 (2) I By Accel Growth Fund Investors 2016 L.L.C. (6)
Series B-2 Preferred Stock   (2)   (2) Class A Common Stock 292,860 (2) I By Accel Growth Fund Investors 2016 L.L.C. (6)
Series C-1 Preferred Stock   (2)   (2) Class A Common Stock 39,564 (2) I By Accel Growth Fund Investors 2016 L.L.C. (6)
Series C-2 Preferred Stock   (2)   (2) Class A Common Stock 31,602 (2) I By Accel Growth Fund Investors 2016 L.L.C. (6)
Series D-1 Preferred Stock   (2)   (2) Class A Common Stock 8,889 (2) I By Accel Growth Fund Investors 2016 L.L.C. (6)
Series D-2 Preferred Stock   (2)   (2) Class A Common Stock 1,494 (2) I By Accel Growth Fund Investors 2016 L.L.C. (6)
Explanation of Responses:
1. Includes 16,057 Restricted Stock Units (RSUs). Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement. Following the closing of the Issuer's initial public offering (IPO), 1/16th of the RSUs vest for each quarter of continuous service by the Reporting Person to the Issuer following March 16, 2021 and subject to continuous service through each such vesting date, and in each case subject to a performance based vesting condition satisfied upon the closing of the Issuer's initial public offering.
2. Each share of Series A-1 Preferred Stock, Series B-1 Preferred Stock, Series B-2 Preferred Stock, Series C-1 Preferred Stock, Series C-2 Preferred Stock, Series D-1 Preferred Stock, Series D-2 Preferred Stock and Series E Preferred Stock will automatically convert into one share of Class A Common Stock immediately prior to the closing of the Issuer's IPO, and has no expiration date.
3. Accel London V Associates L.L.C., or ALA L.L.C., is the General Partner of Accel London V Associates L.P., which is the general partner of each of Accel London V L.P., and Accel London V Strategic Partners L.P. ALA L.L.C. has sole voting and investment power. Philippe Botteri, Hendrik Nelis, and Sonali de Rycker are the managers of ALA L.L.C. and share such powers. Such Managing Members and the Reporting Person hereunder disclaim beneficial ownership except to the extent of their pecuniary interest therein.
4. ALA L.L.C. is the General Partner of Accel London Investors 2016 L.P. and has sole voting and investment power. Philippe Botteri, Hendrik Nelis, and Sonali de Rycker are the managers of ALA L.L.C. and share such powers. Such Managing Members and the Reporting Person hereunder disclaim beneficial ownership except to the extent of their pecuniary interest therein.
5. Accel Growth Fund IV Associates L.L.C., or AGF4A, is the General Partner of both Accel Growth Fund IV L.P. and Accel Growth Fund IV Strategic Partners L.P., and has sole voting and investment power. Andrew G. Braccia, Sameer K. Gandhi, Ping Li, Tracy L. Sedlock, Ryan J. Sweeney, and Richard P. Wong are the Managing Members of AGF4A and share such powers. Such Managing Members and the Reporting Person hereunder disclaim beneficial ownership except to the extent of their pecuniary interest therein.
6. Andrew G. Braccia, Sameer K. Gandhi, Ping Li, Tracy L. Sedlock, Ryan J. Sweeney, and Richard P. Wong are the Managing Members of Accel Growth Fund Investors 2016 L.L.C. and share the voting and investment powers. Such Managing Members and the Reporting Person hereunder disclaim beneficial ownership except to the extent of their pecuniary interest therein.
Remarks:
Exhibit 24 - Power of Attorney

This Form 3 is the first of two Form 3s filed relating to the same event. Combined, the two reports report the holdings for the Reporting Person, a director of the Issuer and his indirect relationship to the following reporting persons the "Accel Reporting Persons": Accel London V L.P., Accel London V Strategic Partners L.P., Accel London Investors 2016 L.P., Accel London V Associates L.L.C., Accel Growth Fund IV L.P., Accel Growth Fund IV Strategic Partners L.P., Accel Growth Fund IV Associates L.L.C., Accel Growth Fund Investors 2016 L.L.C., Accel Leaders Fund L.P., Accel Leaders Fund Associates L.L.C., Accel Leaders Fund Investors 2016 L.L.C.  This Form 3 has been split into two filings because there are more than 30 reportable holdings among the Accel Reporting Persons in total, and the SEC's EDGAR filing system limits a single Form 3 to a maximum of 30 reportable holdings. Each Form 3 is filed by designated filer Exhibit 24 Power of Attorney.
/s/ Brad Brubaker, Attorney-in-Fact 04/20/2021
** 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.
AUTHORIZATION LETTER

April 20, 2021

Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Attn:  Filing Desk

To Whom It May Concern:

By means of this letter I authorize Brad Brubaker, Eileen McCarthy, and Eric
Topel, and Nicole Brookshire, Matthew Dubofsky and Owen Williams from Cooley
LLP, or any of them individually, to sign on my behalf all forms required under
Section 16(a) of the Securities Exchange Act of 1934, as amended, relating to
transactions involving the stock or derivative securities of UiPath, Inc. Any of
these individuals is accordingly authorized to sign any Form ID, Form 3, Form 4,
Form 5 or amendment to those forms that I am required to file with the same
effect as if I had signed them myself.

This authorization will remain in effect until revoked in writing by me.

Yours truly,
/s/ Philippe Botteri

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints
each of Brad Brubaker, Eileen McCarthy, and Eric Topel, and Nicole Brookshire,
Matthew Dubofsky and Owen Williams, signing individually, the undersigneds true
and lawful attorneys-in fact and agents to:

(1) execute for and on behalf of the undersigned, in the undersigneds capacity
as an executive officer, member of the Board of Directors and/or greater than
10% stockholder of UiPath, Inc. (the Company), Forms 3, 4 and 5 (including any
amendments thereto) in accordance with Section 16(a) of the Securities Exchange
Act of 1934, as amended (the Exchange Act), and the rules thereunder;

(2) do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Forms 3, 4 or 5
(including any amendments thereto) and timely file such forms with the
Securities and Exchange Commission and any stock exchange or similar authority;
and

(3) take any other action of any nature whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-facts discretion.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-facts substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigneds responsibilities to comply
with Section 16 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the earliest
to occur of (a) the undersigned is no longer required to file Forms 3, 4 and 5
with respect to the undersigneds holdings of and transactions in securities
issued by the Company, (b) revocation by the undersigned in a signed writing
delivered to the foregoing attorneys-in-fact, or (c) as to any attorney-in-fact
individually, until such attorney-in-fact is no longer employed by the Company
or employed by or a partner at Cooley LLP, as applicable.

The undersigned has caused this Power of Attorney to be executed as of April 20,
2021.

/s/ Philippe Botteri



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