SC 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.     )*

Uber Technologies, Inc.

(Name of Issuer)

Common Stock, $0.00001 par value

(Titles of Class of Securities)

90353T 100

(CUSIP Number)

December 31, 2019

(Date of Event Which Requires Filing of this Statement)

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

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

* The remainder of this cover page shall be filled out of 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 in 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, as amended (the “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).

CUSIP No. 90353T 100 13G Page 2 of 10 Pages

1	NAME OF REPORTING PERSON SB Cayman 2 Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☐        (b)  ☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 168,875,692 (See Item 4)
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 222,228,178 (See Item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 222,228,178 (See Item 4)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 13.0% (a) (See Item 4)
12	TYPE OF REPORTING PERSON FI

(a) All percentages calculated in this Schedule 13G are based upon an aggregate of 1,705,815,070 shares of common stock outstanding as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 5, 2019.

CUSIP No. 90353T 100 13G Page 3 of 10 Pages

1	NAME OF REPORTING PERSON SoftBank Vision Fund (AIV S1) L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☐        (b)  ☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 168,875,692 (See Item 4)
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 222,228,178 (See Item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 222,228,178 (See Item 4)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 13.0% (a) (See Item 4)
12	TYPE OF REPORTING PERSON PN

(a) All percentages calculated in this Schedule 13G are based upon an aggregate of 1,705,815,070 shares of common stock outstanding as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 5, 2019.

CUSIP No. 90353T 100 13G Page 4 of 10 Pages

1	NAME OF REPORTING PERSON SB Investment Advisers (UK) Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☐        (b)  ☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION England and Wales
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 168,875,692 (See Item 4)
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 222,228,178 (See Item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 222,228,178 (See Item 4)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 13.0% (a) (See Item 4)
12	TYPE OF REPORTING PERSON FI

(a) All percentages calculated in this Schedule 13G are based upon an aggregate of 1,705,815,070 shares of common stock outstanding as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 5, 2019.

CUSIP No. 90353T 100 13G Page 5 of 10 Pages

Item 1(a). Name of Issuer:

Uber Technologies, Inc. (the “Issuer”)

Item 1(b). Address of Issuer’s Principal Executive Offices:

1455 Market Street, 4^th Floor

San Francisco, California 94103

Item 2(a). Name of Person Filing:

This statement is being jointly filed by each of the entities below pursuant to Rule 13d-1(k) promulgated by the Securities and Exchange Commission pursuant to Section 13 of the Act, all of whom together are referred to herein as the “Reporting Persons”:

(i) SB Cayman 2 Limited

(ii) SoftBank Vision Fund (AIV S1) L.P.

(iii) SB Investment Advisers (UK) Limited

The Reporting Persons have entered into a Joint Filing Agreement, dated February 14, 2020, a copy of which is attached as Exhibit 99.1 to this Schedule 13G, pursuant to which the Reporting Persons agreed to file this Schedule 13G and any amendments thereto jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.

Item 2(b). Address of Principal Business Office or, if none, Residence:

The principal business address of each of the Reporting Persons is as follows:

(i) SB Cayman 2 Limited

c/o Walkers Corp. Ltd. Cayman Corporate Centre

27 Hospital Road

Georgetown E9

Grand Cayman

KY1-9008

(ii) SoftBank Vision Fund (AIV S1) L.P.

251 Little Falls Drive

Wilmington, DE 19808

(iii) SB Investment Advisers (UK) Limited

69 Grosvenor Street

London W1K 3JW

United Kingdom

Item 2(c). Citizenship:

See responses to Item 4 on each cover page.

Item 2(d). Titles of Classes of Securities:

Common stock, $0.00001 par value per share (the “Common Stock”)

CUSIP No. 90353T 100 13G Page 6 of 10 Pages

Item 2(e). CUSIP Number:

90353T 100

Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a(n):

(a) ☐ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b) ☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c) ☐ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d) ☐ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e) ☐ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).

(f) ☐ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).

(g) ☐ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).

(h) ☐ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

(i)  ☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).

(j)  ☐ Non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J).

(k) ☐ Group, in accordance with §240.13d-1(b)(1)(ii)(K).

Not Applicable.

Item 4. Ownership

(a) Amount Beneficially Owned:

SB Cayman 2 Limited directly holds 222,228,178 shares of Common Stock of the Issuer, or 13.0% of the outstanding shares of Common Stock of the Issuer. SB Cayman 2 Limited has granted a proxy to a third party with respect to all voting interests in the Issuer in excess of 9.9% of its outstanding Common Stock and as a result does not currently have the power to vote 53,352,486 shares of common stock held by it (based on 1,705,815,070 shares of Common Stock outstanding as of November 5, 2019). This proxy will automatically terminate following approval of the Committee on Foreign Investment in the United States.

SB Cayman 2 Limited is wholly owned by SoftBank Vision Fund (AIV S1) L.P., a Delaware limited partnership (“Vision Fund”). SB Investment Advisers (UK) Limited, a wholly-owned subsidiary of SoftBank Group Corp., has been appointed as alternative investment fund manager (“AIFM”) and is exclusively responsible for managing the Vision Fund in accordance with the Alternative Investment Fund Managers Directive and is authorized and regulated by the UK Financial Conduct Authority accordingly. As AIFM of the Vision Fund, SB Investment Advisers (UK) Limited is exclusively responsible for portfolio management and risk management.

CUSIP No. 90353T 100 13G Page 7 of 10 Pages

Each of the Vision Fund and SB Investment Advisers (UK) Limited disclaims beneficial ownership of the shares of Common Stock owned by SB Cayman 2 Limited except to the extent of its pecuniary interest therein. Pursuant to Rule 13d-4 of the Act, the Reporting Persons expressly declare that the filing of this statement shall not be construed as an admission that any such person is, for the purposes of Section 13(d) and/or Section 13(g) of the Act or otherwise, the beneficial owner of any securities covered by this statement held by any other person. The Reporting Persons expressly disclaim that they have agreed to act as a group other than as described in this Schedule 13G.

(b) Percent of Class:

See responses to Item 11 on each cover page. All percentages calculated in this Schedule 13G are based upon an aggregate of 1,705,815,070 shares of common stock outstanding as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 5, 2019.

(c) Number of shares as to which such person has:

(i) Sole power to vote or to direct the vote:

See responses to Item 5 on each cover page.

(ii) Shared power to vote or to direct the vote:

See responses to Item 6 on each cover page.

(iii) Sole power to dispose or to direct the disposition of:

See responses to Item 7 on each cover page.

(iv) Shared power to dispose or to direct the disposition of:

See responses to Item 8 on each cover page.

Item 5. Ownership of Five Percent or Less of a Class.

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  ☐.

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not Applicable.

Item 8. Identification and Classification of Members of the Group.

Not Applicable.

Item 9. Notice of Dissolution of Group.

Not Applicable.

Item 10. Certification.

Not Applicable.

CUSIP No. 90353T 100 13G Page 8 of 10 Pages

SIGNATURE

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. We also hereby agree to file this statement jointly pursuant to the Agreement listed on Exhibit 99.1 hereto.

Dated: February 14, 2020

SB CAYMAN 2 LIMITED
By:	/s/ Karen Ellerbe
Name:	Karen Ellerbe
Title:	Director
SOFTBANK VISION FUND (AIV S1) L.P.
By: SB Investment Advisers (UK) Limited Its: Manager
By:	/s/ Brian Wheeler
Name:	Brian Wheeler
Title:	General Counsel
SB INVESTMENT ADVISERS (UK) LIMITED
By:	/s/ Brian Wheeler
Name:	Brian Wheeler
Title:	General Counsel

CUSIP No. 90353T 100 13G Page 9 of 10 Pages

EXHIBIT INDEX

Exhibit No.
99.1	Joint Filing Agreement dated as of February 14, 2020, by and among each of the Reporting Persons

EX-99.1

Exhibit 99.1

JOINT FILING AGREEMENT

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the common stock of Uber Technologies, Inc. may be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.

Dated:  February 14, 2020

SB CAYMAN 2 LIMITED
By:	/s/ Karen Ellerbe
Name:	Karen Ellerbe
Title:	Director
SOFTBANK VISION FUND (AIV S1) L.P.
By: SB Investment Advisers (UK) Limited Its: Manager
By:	/s/ Brian Wheeler
Name:	Brian Wheeler
Title:	General Counsel
SB INVESTMENT ADVISERS (UK) LIMITED
By:	/s/ Brian Wheeler
Name:	Brian Wheeler
Title:	General Counsel