Amendment: SEC Form SC 13G/A filed by Maplebear Inc.

 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

(Amendment No. 1)¹

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

The name of the issuer is Maplebear Inc. (the “Issuer”).

The address of the Issuer’s principal executive offices is 50 Beale Street, Suite 600, San Francisco, California 94105.

This Schedule 13G is filed by:

The foregoing persons are hereinafter sometimes referred to individually as a “Reporting Person” and collectively as the “Reporting Persons”.

Each of the Reporting Persons may be deemed to be a member of a group for purposes of Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) that may be deemed to collectively beneficially own over 10% of the Issuer’s outstanding shares of Common Stock (as defined below). This filing shall not be deemed to be an affirmation that such a group exists for purposes of the Exchange Act or for any other purpose or that any such Reporting Person is a beneficial owner of securities of the Issuer. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.

The class of securities to which this Schedule 13G relates is the Issuer’s Common Stock, par value $0.0001 per share (the “Common Stock”).

The CUSIP number of the Common Stock is 565394103.

If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

As of September 30, 2024, (i) GCM SPV beneficially owned 7,892,493 shares of Common Stock, (ii) GCM SPV2 beneficially owned 1,052,703 shares of Common Stock, and (iii) GCM SOF beneficially owned 60,000 shares of Common Stock.

GCM GP, as the general partner of each of GCM SPV and GCM SPV2, may be deemed to beneficially own the 8,945,196 shares of Common Stock owned in the aggregate by GCM SPV and GCM SPV2.

Grosvenor Capital Management, as the investment manager of each of GCM SPV, GCM SPV2 and GCM SOF, may be deemed to beneficially own the 9,005,196 shares of Common Stock owned in the aggregate by GCM SPV, GCM SPV2 and GCM SOF.

GCM, L.L.C., as the general partner of Grosvenor Capital Management, may be deemed to beneficially own the 9,005,196 shares of Common Stock owned in the aggregate by GCM SPV, GCM SPV2 and GCM SOF.

Grosvenor Capital Holdings, as the sole member of each of GCM GP and GCM L.L.C, may be deemed to beneficially own the 9,005,196 shares of Common Stock owned in the aggregate by GCM SPV, GCM SPV2 and GCM SOF.

GCM Holdings, as the general partner of Grosvenor Capital Holdings, may be deemed to beneficially own the 9,005,196 shares of Common Stock owned in the aggregate by GCM SPV, GCM SPV2 and GCM SOF.

GCM Grosvenor, as the sole member of GCM Holdings, may be deemed to beneficially own the 9,005,196 shares of Common Stock owned in the aggregate by GCM SPV, GCM SPV2 and GCM SOF.

GCM V, as a shareholder of GCM Grosvenor, may be deemed to beneficially own the 9,005,196 shares of Common Stock owned in the aggregate by GCM SPV, GCM SPV2 and GCM SOF.

Mr. Sacks, as the manager of GCM V, may be deemed to beneficially own the 9,005,196 shares of Common Stock owned in the aggregate by GCM SPV, GCM SPV2 and GCM SOF.

The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of any shares of Common Stock owned by another Reporting Person, and the filing of this statement shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities.

The percentages used in this Schedule 13G are calculated based upon 260,804,661 shares of Common Stock outstanding as of July 31, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 9, 2024.

As of September 30, 2024, (i) GCM SPV beneficially owned approximately 3.0% of the outstanding shares of Common Stock, (ii) GCM SPV2 beneficially owned less than 1% of the outstanding shares of Common Stock, (iii) GCM SOF beneficially owned less than 1% of the outstanding shares of Common Stock, (iv) GCM GP beneficially owned approximately 3.4% of the outstanding shares of Common Stock, (v) Grosvenor Capital Management, GCM, L.L.C., Grosvenor Capital Holdings, GCM Holdings, GCM Grosvenor, GCM V, and Mr. Sacks may be deemed to beneficially own approximately 3.5% of the outstanding shares of Common Stock.

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨

Not applicable.

Not applicable.

See Exhibit 99.1 to the Schedule 13G filed by the Reporting Persons with the Securities and Exchange Commission on February 14, 2024. In addition, each of the Reporting Persons may be deemed to be a member of a group for purposes of Section 13(d) of the Exchange Act with D1 Capital Partners L.P. and Daniel Sundheim.

Not applicable.

Each Reporting Person hereby makes the following certification:

By signing below each of the Reporting Persons certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: November 14, 2024