SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Bromberg Matthew S
(Last) (First) (Middle)
C/O UNITY SOFTWARE INC
30 3RD STREET
(Street)
SAN FRANCISCO CA 94103
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Unity Software Inc. [ U ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
CEO and President
3. Date of Earliest Transaction (Month/Day/Year)
05/15/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 05/15/2024 A 1,036,055(1) A $0 1,036,055 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $22.38 05/15/2024 A 1,000,000 (2) 05/14/2034 Common Stock 1,000,000 $0 1,000,000 D
Stock Option (Right to Buy) $22.38 05/15/2024 A 1,000,000 (3)(4)(5) 05/14/2034 Common Stock 1,000,000 $0 2,000,000 D
Explanation of Responses:
1. Represents restricted stock units granted to the Reporting Person. The shares subject to this award shall vest 25% on May 15, 2025, and 25% shall vest annually thereafter, subject to the Reporting Person's continuous service through the vesting period.
2. The shares subject to this award shall vest 25% annually starting on May 15, 2025 and 6.25% quarterly thereafter, subject to the Reporting Person's continuous service through the vesting period.
3. The shares subject to this award will vest during a six-year performance period beginning on May 15, 2024 and ending on May 15, 2030 (the "Performance Period") and will be divided into four vesting tranches, each covering 25% of the total shares subject to the award. Each vesting tranche is subject to satisfaction of a continued service requirement and a stock price hurdle. The vesting date for a particular vesting tranche will be the date that both the applicable continued service requirement and the applicable stock price hurdle are satisfied with respect to such vesting tranche.
4. (Continued from Footnote 3) For the continued service requirement to be satisfied with respect to a particular vesting tranche, the Reporting Person must remain in continuous service through the applicable end date for such vesting tranche as follows: (i) May 15, 2025 for the first vesting tranche, (ii) May 15, 2026 for the second vesting tranche, (iii) May 15, 2027 for the third vesting tranche, and (iv) May 15, 2028 for the fourth vesting tranche. The stock price hurdle for a particular vesting tranche will be satisfied if during the Performance Period, the volume-weighted average trading price of Issuer's common stock on the New York Stock Exchange equals or exceeds the applicable stock price hurdle for such vesting tranche for a period of 60 consecutive calendar days.
5. (Continued from Footnote 4) The stock price hurdles are as follows: (i) $35.00 with respect to the fist vesting tranche, (ii) $50.00 with respect to the second vesting tranche, (iii) $60.00 with respect to the third vesting tranche and (iv) $75.00 with respect to the fourth vesting tranche.
Remarks:
/s/ Nora Go, Attorney-in-fact 05/15/2024
** 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 4 (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).
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