SEC FORM 3

SEC FORM 3 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^*

SLAA II (GP), L.L.C.

(Last)

(First)

(Middle)

C/O SILVER LAKE

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/08/2022

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)

	Form filed by One Reporting Person
X	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)

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
2.00% Convertible Senior Notes due 2027	⁽⁶⁾	⁽⁷⁾	Common Stock	7,690,177⁽⁸⁾	48.89⁽⁹⁾	I	Held through SLP VI Union Holdings, L.P.⁽¹⁾⁽³⁾⁽⁵⁾
2.00% Convertible Senior Notes due 2027	⁽⁶⁾	⁽⁷⁾	Common Stock	7,690,177⁽⁸⁾	48.89⁽⁹⁾	I	Held through SLP VI Union Holdings II, L.P.⁽²⁾⁽³⁾⁽⁵⁾
2.00% Convertible Senior Notes due 2027	⁽⁶⁾	⁽⁷⁾	Common Stock	3,845,088⁽⁸⁾	48.89⁽⁹⁾	I	Held through SLA Union Holdings L.P.⁽⁴⁾⁽⁵⁾

1. Name and Address of Reporting Person^*

SLAA II (GP), L.L.C.

(Last)

(First)

(Middle)

C/O SILVER LAKE

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Silver Lake Alpine Associates II, L.P.

(Last)

(First)

(Middle)

C/O SILVER LAKE

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SL Alpine II Aggregator GP, L.L.C.

(Last)

(First)

(Middle)

C/O SILVER LAKE

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SLA Union Aggregator, L.P.

(Last)

(First)

(Middle)

C/O SILVER LAKE

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SLA Union GP, L.L.C.

(Last)

(First)

(Middle)

C/O SILVER LAKE

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SLA Union Holdings, L.P.

(Last)

(First)

(Middle)

C/O SILVER LAKE

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Explanation of Responses:

1. SLP VI Union Holdings, L.P. ("SLP Union") holds $376 million principal amount of 2.00% Convertible Senior Notes due 2027 (the "Convertible Notes") of Unity Software Inc. (the "Issuer"). SLP VI Union GP, L.L.C. ("SLP Union GP") is the general partner of SLP Union.

2. SLP VI Union Holdings II, L.P. ("SLP Union II") holds $376 million principal amount of Convertible Notes. SLP VI Union GP II, L.L.C. ("SLP Union GP II") is the general partner of SLP Union II.

3. SLP VI Union Aggregator, L.P. ("SLP Aggregator") is the managing member of SLP Union GP and SLP Union GP II. SLP VI Aggregator GP, L.L.C. ("SLP VI GP") is the general partner of SLP Aggregator. Silver Lake Technology Associates VI, L.P. ("SLTA VI") is the managing member of SLP VI GP. SLTA VI (GP), L.L.C. ("SLTA VI GP") is the general partner of SLTA VI.

4. SLA Union Holdings, L.P. ("SLA Union") holds $188 million principal amount of the Convertible Notes. SLA Union GP, L.L.C. ("SLA Union GP") is the general partner of SLA Union. SLA Union Aggregator, L.P. ("SLA Aggregator") is the managing member of SLA Union GP. SL Alpine II Aggregator GP, L.L.C. ("SLA II GP") is the general partner of SLA Aggregator. Silver Lake Alpine Associates II, L.P. ("SLAA II") is the managing member of SLA II GP. SLAA II (GP), L.L.C. ("SLAA II GP") is the general partner of SLAA II.

5. Silver Lake Group, L.L.C. ("SLG") is the managing member of each of SLTA VI GP and SLAA II GP. Mr. Egon Durban serves as a member of the board of directors of the Issuer and Co-CEO and as a Managing Member of SLG. Each of SLP Union, SLP Union GP, SLP Union II, SLP Union GP II, SLP Aggregator, SLP VI GP, SLTA VI, SLTA VI GP, SLA Union, SLA Union GP, SLA Aggregator, SLA II GP, SLAA II, SLAA II GP and SLG may be deemed to be a director by deputization of the Issuer.

6. On July 13, 2022, affiliates of the Reporting Persons entered into an Investment Agreement with the Issuer (the "Investment Agreement"), pursuant to which, on November 8, 2022, the Issuer issued to certain of the Reporting Persons and their affiliates an aggregate of $940 million principal amount of the Issuer's Convertible Notes under an indenture governing the Convertible Notes. In accordance with the Investment Agreement, each of SLP Union, SLP Union II and SLA Union are restricted from converting the Convertible Notes prior to the earlier of (i) twelve months after the date of issuance and (ii) the consummation of a change of control of the Issuer or entry into a definitive agreement for a transaction that, if consummated, would result in a change of control, in each case, subject to certain exceptions.

7. The Convertible Notes mature on November 15, 2027, subject to earlier repurchase or conversion in accordance with their terms.

8. Upon conversion of the Convertible Notes, the Issuer will deliver, at its election, cash, shares of Common Stock or a combination thereof. This number represents the number of shares of Common Stock issuable upon conversion of the Convertible Notes if the Issuer elects to settle its conversion obligation solely through the delivery of shares of Common Stock by delivering a number of shares of Common Stock at the initial conversion rate of 20.4526 shares of Common Stock (the "Conversion Rate"), and cash in lieu of fractional shares of Common Stock, per $1,000 principal amount of Convertible Notes. The initial Conversion Rate is subject to adjustment from time to time upon the occurrence of certain customary events in accordance with the terms of an indenture governing the Convertible Notes.

9. The initial Conversion Rate is equivalent to an initial conversion price of approximately $48.89 per share of Common Stock.

Remarks:

Not included on this Form 3 are an aggregate of 34,984,419 shares of Common Stock held by SLG or its affiliated investment funds and additional shares of Common Stock held by Mr. Egon Durban or affiliated investment vehicles. Because no more than 10 reporting persons can file any one Form 3 through the Securities and Exchange Commission's EDGAR system, certain affiliates of the Reporting Persons are filing a separate Form 3. The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act. This filing shall not be deemed an admission that the Reporting Persons are beneficial owners of all securities covered by this filing for purposes of Section 16 of the Exchange Act or otherwise, or are subject to Section 16 of the Exchange Act, and each Reporting Person disclaims beneficial ownership of these securities, except to the extent of such Reporting Person's pecuniary interest therein, if any.

	By: /s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLAA II (GP), L.L.C.	11/10/2022
	By: /s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLAA II (GP), L.L.C., general partner of Silver Lake Alpine Associates II, L.P.	11/10/2022
	By: /s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLAA II (GP), L.L.C., general partner of Silver Lake Alpine Associates II, L.P., managing member of SL Alpine II Aggregator GP, L.L.C.	11/10/2022
	By: /s/ Andrew J. Schader, Managing Director, General Counsel of Silver Lake Group, L.L.C., managing member of SLAA II (GP), L.L.C., GP of Silver Lake Alpine Associates II, L.P., MM of SL Alpine II Aggregator GP, L.L.C., GP of SLA Union Aggregator, L.P.	11/10/2022
	By: /s/ Andrew J. Schader, Managing Director of SLA Union GP, L.L.C.	11/10/2022
	By: /s/ Andrew J. Schader, Managing Director of SLA Union GP, L.L.C., general partner of SLA Union Holdings, L.P.	11/10/2022
	** 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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SEC Form 3 filed by new insider Slaa Ii (Gp), L.L.C.