Sc Us (Ttgp), Ltd. - Nov 8, 2022 Form 4 Insider Report for Unity Software Inc. (U)

Role: 10%+ Owner
Signature: /s/ Jung Yeon Son, by power of attorney for Roelof Botha, a Director of SC US (TTGP), Ltd.
Stock symbol: U
Transactions as of: Nov 8, 2022
Transactions value $: $60,000,000
Form type: 4
Date filed: 11/10/2022, 05:47 PM
Previous filing: Aug 17, 2022
Next filing: Nov 14, 2022

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	U	2.0% Convertible Senior Notes due 2027	Purchase	$60M				$60M	Nov 8, 2022	Common Stock	1.23M	$48.89	Sequoia Capital Fund, LP	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Subject to and upon compliance with the provisions of Article 13 of the Indenture dated November 8, 2022, issued pursuant to the Investment Agreement dated on July 13, 2022, each Holder of a Note shall have the right, at such Holder's option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such Note at any time prior to the close of business on the trading day immediately preceding the maturity date, at an initial conversion rate of 20.4526 shares of Common Stock, subject to adjustment as provided in the Investment Agreement, per $1,000 principal amount of Notes .
F2	SC US (TTGP), Ltd. is (i) the general partner of Sequoia Capital Fund Management, L.P., which is the general partner of Sequoia Capital Fund, LP ("SCF"). As a result, SC US (TTGP), Ltd. may be deemed to share voting and dispositive power with respect to the shares held by SCF. Each of the reporting persons disclaims beneficial ownership of the shares held by SCF, except to the extent of its 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.

Content

Subject to and upon compliance with the provisions of Article 13 of the Indenture dated November 8, 2022, issued pursuant to the Investment Agreement dated on July 13, 2022, each Holder of a Note shall have the right, at such Holder's option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such Note at any time prior to the close of business on the trading day immediately preceding the maturity date, at an initial conversion rate of 20.4526 shares of Common Stock, subject to adjustment as provided in the Investment Agreement, per $1,000 principal amount of Notes .

SC US (TTGP), Ltd. is (i) the general partner of Sequoia Capital Fund Management, L.P., which is the general partner of Sequoia Capital Fund, LP ("SCF"). As a result, SC US (TTGP), Ltd. may be deemed to share voting and dispositive power with respect to the shares held by SCF. Each of the reporting persons disclaims beneficial ownership of the shares held by SCF, except to the extent of its 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.