SEC Form 3
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*
Schuler Barry

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

(Street)
SAN FRANCISCO CA 94103

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
09/17/2020
3. Issuer Name and Ticker or Trading Symbol
Unity Software Inc. [ U ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 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)
Common Stock 84,262 I See footnote(1)(2)(3)
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 C Preferred Stock (4) (4) Common Stock 5,783,690 (4) I See footnote(5)(6)(7)(8)
Series D-1 Preferred Stock (4) (4) Common Stock 2,340,232 (4) I See footnote(2)(3)(6)(7)(8)(9)
Series E Preferred Stock (4) (4) Common Stock 519,687 (4) I See footnote(2)(3)(10)
Explanation of Responses:
1. Includes 80,302 shares owned directly by DFJ Growth III, L.P. and 3,960 shares owned directly by DFJ Growth III Parallel Fund, LLC.
2. DFJ Growth III Partners, LLC, the general partner of DFJ Growth III, L.P., may be deemed to have sole voting, investment and dispositive power over the shares held by DFJ Growth III, L.P., and Mark Bailey, John Fisher, Randall Glein, and Barry Schuler, the managing members of DFJ Growth III Partners, LLC may be deemed to have shared voting, investment and dispositive power over such shares. Such individuals and entities disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.
3. Mark Bailey, John Fisher, Randall Glein, and Barry Schuler, the voting members of DFJ Growth III Parallel Fund, LLC, may be deemed to have shared voting, investment and dispositive power over the shares held by DFJ Growth III Parallel Fund, LLC. Such individuals disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.
4. The Series C Preferred Stock, Series D-1 Preferred Stock and Series E Preferred Stock are convertible into shares of common stock on a 1:1 basis and have no expiration date. Immediately prior to the consummation of the Issuer's initial public offering, all shares of Series C Preferred Stock, Series D-1 Preferred Stock and Series E Preferred Stock will automatically convert into shares of common stock of the Issuer.
5. Includes 4,007,674 shares owned directly by DFJ Growth 2013, L.P., 224,294 shares owned directly by DFJ Growth 2013 Parallel Fund, LLC and 1,551,722 shares owned directly by DFJ Growth Unity Investors, L.P.
6. DFJ Growth 2013 Partners, LLC, the general partner of DFJ Growth 2013, L.P., may be deemed to have sole voting, investment and dispositive power over the shares held by DFJ Growth 2013, L.P., and Mark Bailey, John Fisher, Randall Glein, and Barry Schuler, the managing members of DFJ Growth 2013 Partners, LLC, may be deemed to have shared voting, investment and dispositive power over such shares. Such individuals and entities disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.
7. Mark Bailey, John Fisher, Randall Glein, and Barry Schuler, the voting members of DFJ Growth 2013 Parallel Fund, LLC, may be deemed to have shared voting, investment and dispositive power over the shares held by DFJ Growth 2013 Parallel Fund, LLC. Such individuals disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.
8. DFJ Growth Unity Partners, LLC, the general partner of DFJ Growth Unity Investors, L.P., may be deemed to have sole voting, investment and dispositive power over the shares held by DFJ Growth Unity Investors, L.P., and Mark Bailey, John Fisher, Randall Glein, and Barry Schuler, the managing members of DFJ Growth Unity Partners, LLC, may be deemed to have shared voting, investment and dispositive power over such shares. Such individuals and entities disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.
9. Includes 515,048 shares owned directly by DFJ Growth 2013, L.P., 28,825 shares owned directly by DFJ Growth 2013 Parallel Fund, LLC, 1,577,817 shares owned directly by DFJ Growth III, L.P., 77,814 shares owned directly by DFJ Growth III Parallel Fund, LLC and 140,728 shares owned directly by DFJ Growth Unity Investors, L.P.
10. Includes 495,262 shares owned directly by DFJ Growth III, L.P. and 24,425 shares owned directly by DFJ Growth III Parallel Fund, LLC.
Remarks:
/s/ Eric Steiner, Attorney-in-fact 09/17/2020
** 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 5 (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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