3//SEC Filing
SLP VI Union Aggregator, L.P. 3
Accession 0000899243-22-035537
CIK 0001810806other
Filed
Nov 9, 7:00 PM ET
Accepted
Nov 10, 5:13 PM ET
Size
24.9 KB
Accession
0000899243-22-035537
Insider Transaction Report
Form 3
SLP VI Union GP, L.L.C.
Director
Holdings
- (indirect: Held through SLP VI Union Holdings II, L.P.)
2.00% Convertible Senior Notes due 2027
Exercise: $48.89→ Common Stock (7,690,177 underlying) - (indirect: Held through SLP VI Union Holdings, L.P.)
2.00% Convertible Senior Notes due 2027
Exercise: $48.89→ Common Stock (7,690,177 underlying) - (indirect: Held through SLA Union Holdings L.P.)
2.00% Convertible Senior Notes due 2027
Exercise: $48.89→ Common Stock (3,845,088 underlying)
SLP VI Union Holdings, L.P.
Director
Holdings
- (indirect: Held through SLP VI Union Holdings II, L.P.)
2.00% Convertible Senior Notes due 2027
Exercise: $48.89→ Common Stock (7,690,177 underlying) - (indirect: Held through SLP VI Union Holdings, L.P.)
2.00% Convertible Senior Notes due 2027
Exercise: $48.89→ Common Stock (7,690,177 underlying) - (indirect: Held through SLA Union Holdings L.P.)
2.00% Convertible Senior Notes due 2027
Exercise: $48.89→ Common Stock (3,845,088 underlying)
Holdings
- (indirect: Held through SLP VI Union Holdings, L.P.)
2.00% Convertible Senior Notes due 2027
Exercise: $48.89→ Common Stock (7,690,177 underlying) - (indirect: Held through SLP VI Union Holdings II, L.P.)
2.00% Convertible Senior Notes due 2027
Exercise: $48.89→ Common Stock (7,690,177 underlying) - (indirect: Held through SLA Union Holdings L.P.)
2.00% Convertible Senior Notes due 2027
Exercise: $48.89→ Common Stock (3,845,088 underlying)
SLTA VI (GP), L.L.C.
Director
Holdings
- (indirect: Held through SLP VI Union Holdings, L.P.)
2.00% Convertible Senior Notes due 2027
Exercise: $48.89→ Common Stock (7,690,177 underlying) - (indirect: Held through SLA Union Holdings L.P.)
2.00% Convertible Senior Notes due 2027
Exercise: $48.89→ Common Stock (3,845,088 underlying) - (indirect: Held through SLP VI Union Holdings II, L.P.)
2.00% Convertible Senior Notes due 2027
Exercise: $48.89→ Common Stock (7,690,177 underlying)
SLP VI Aggregator GP, L.L.C.
Director
Holdings
- (indirect: Held through SLP VI Union Holdings II, L.P.)
2.00% Convertible Senior Notes due 2027
Exercise: $48.89→ Common Stock (7,690,177 underlying) - (indirect: Held through SLP VI Union Holdings, L.P.)
2.00% Convertible Senior Notes due 2027
Exercise: $48.89→ Common Stock (7,690,177 underlying) - (indirect: Held through SLA Union Holdings L.P.)
2.00% Convertible Senior Notes due 2027
Exercise: $48.89→ Common Stock (3,845,088 underlying)
SLP VI Union Aggregator, L.P.
Director
Holdings
- (indirect: Held through SLP VI Union Holdings II, L.P.)
2.00% Convertible Senior Notes due 2027
Exercise: $48.89→ Common Stock (7,690,177 underlying) - (indirect: Held through SLP VI Union Holdings, L.P.)
2.00% Convertible Senior Notes due 2027
Exercise: $48.89→ Common Stock (7,690,177 underlying) - (indirect: Held through SLA Union Holdings L.P.)
2.00% Convertible Senior Notes due 2027
Exercise: $48.89→ Common Stock (3,845,088 underlying)
SLP VI Union GP II, L.L.C.
Director
Holdings
- (indirect: Held through SLP VI Union Holdings, L.P.)
2.00% Convertible Senior Notes due 2027
Exercise: $48.89→ Common Stock (7,690,177 underlying) - (indirect: Held through SLP VI Union Holdings II, L.P.)
2.00% Convertible Senior Notes due 2027
Exercise: $48.89→ Common Stock (7,690,177 underlying) - (indirect: Held through SLA Union Holdings L.P.)
2.00% Convertible Senior Notes due 2027
Exercise: $48.89→ Common Stock (3,845,088 underlying)
SLP VI Union Holdings II, L.P.
Director
Holdings
- (indirect: Held through SLP VI Union Holdings II, L.P.)
2.00% Convertible Senior Notes due 2027
Exercise: $48.89→ Common Stock (7,690,177 underlying) - (indirect: Held through SLA Union Holdings L.P.)
2.00% Convertible Senior Notes due 2027
Exercise: $48.89→ Common Stock (3,845,088 underlying) - (indirect: Held through SLP VI Union Holdings, L.P.)
2.00% Convertible Senior Notes due 2027
Exercise: $48.89→ Common Stock (7,690,177 underlying)
Footnotes (9)
- [F1]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.
- [F2]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.
- [F3]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.
- [F4]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.
- [F5]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.
- [F6]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.
- [F7]The Convertible Notes mature on November 15, 2027, subject to earlier repurchase or conversion in accordance with their terms.
- [F8]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.
- [F9]The initial Conversion Rate is equivalent to an initial conversion price of approximately $48.89 per share of Common Stock.
Documents
Issuer
Unity Software Inc.
CIK 0001810806
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001952174
Filing Metadata
- Form type
- 3
- Filed
- Nov 9, 7:00 PM ET
- Accepted
- Nov 10, 5:13 PM ET
- Size
- 24.9 KB