SEC FORM 4

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).

1. Name and Address of Reporting Person^*

Gupta Ravi

(Last)

(First)

(Middle)

50 BEALE STREET

SUITE 600

(Street)

SAN FRANCISCO

94105

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Maplebear Inc. [ CART ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/05/2024

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/05/2024		J⁽¹⁾		5,145,305	D	$0	0	I	Sequoia Capital USV XIV Holdco, Ltd.⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	09/05/2024		J⁽¹⁾		948,842	D	$0	0	I	Sequoia Capital U.S. Growth Fund VI, L.P.⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	09/05/2024		J⁽¹⁾		61,603	D	$0	0	I	Sequoia Capital U.S. Growth VI Principals Fund, L.P.⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	09/05/2024		J⁽¹⁾		2,094,362	D	$0	1,921,499	I	Sequoia Grove II, LLC⁽⁵⁾
Common Stock	09/05/2024		J⁽¹⁾		4,042,350	A	$0	20,211,724	I	Sequoia Capital Fund, LP⁽⁶⁾
Common Stock	09/05/2024		J⁽¹⁾		621,796	A	$0	3,108,968	I	Sequoia Capital Fund Parallel, LLC⁽⁶⁾
Common Stock								2,150,331	I	SC US/E Expansion Fund I Management, L.P.⁽²⁾⁽³⁾⁽⁴⁾
Common Stock								4,405,162	I	Sequoia Capital Global Growth Fund II, L.P.⁽²⁾⁽³⁾⁽⁴⁾
Common Stock								68,020	I	Sequoia Capital Global Growth II Principals Fund, L.P.⁽²⁾⁽³⁾⁽⁴⁾
Common Stock								351,374	I	Sequoia Capital Global Growth Fund III - Endurance Partners, L.P.⁽²⁾⁽³⁾⁽⁴⁾
Common Stock								1,774,756	I	Sequoia Capital U.S. Growth Fund VII, L.P.⁽²⁾⁽³⁾⁽⁴⁾
Common Stock								164,955	I	Sequoia Capital U.S. Growth VII Principals Fund, L.P.⁽²⁾⁽³⁾⁽⁴⁾
Common Stock								1,217,532	I	SCGGF III - U.S./India Management, L.P.⁽²⁾⁽³⁾⁽⁴⁾
Common Stock								1,000,000	I	Sequoia Capital US/E Expansion Fund I, L.P.⁽²⁾⁽³⁾⁽⁴⁾
Common Stock								14,185	I	Sequoia Grove UK, L.P.⁽⁵⁾
Common Stock								920,556	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents a pro rata distribution of Common Stock of the Issuer to partners or members of the applicable distributing fund for no consideration and includes subsequent distributions by general partners or managing members to their respective partners or members and, in certain cases, the contribution by such partners or members to the applicable recipient fund.

2. The Reporting Person is a stockholder of SC US (TTGP), Ltd. SC US (TTGP), Ltd. is (i) the general partner of SC U.S. Venture XIV Management, L.P., which is the general partner of each of Sequoia Capital U.S. Venture Fund XIV, L.P., Sequoia Capital U.S. Venture Partners Fund XIV, L.P., and Sequoia Capital U.S. Venture Partners Fund XIV (Q), L.P., or collectively, the XIV Funds, which together own 100% of the outstanding ordinary shares of Sequoia Capital USV XIV Holdco, Ltd., or XIV Holdco; (ii) the general partner of SC U.S. Growth VI Management, L.P., which is the general partner of each of Sequoia Capital U.S. Growth Fund VI, L.P., and Sequoia Capital U.S. Growth VI Principals Fund, L.P., or collectively, the GF VI Funds; (iii) the general partner of SC U.S. Growth VII Management, L.P., which is the general partner of each of Sequoia Capital U.S. Growth Fund VII, L.P., and Sequoia Capital U.S. Growth VII Principals Fund, L.P., or collectively, the GF VII Funds;

3. (Continue from Footnote 2) (iv) the general partner of SC Global Growth II Management, L.P., which is the general partner of each of Sequoia Capital Global Growth Fund II, L.P. and Sequoia Capital Global Growth II Principals Fund, L.P., or collectively, the GGF II Funds; (v) the general partner of SCGGF III - Endurance Partners Management, L.P., which is the general partner of Sequoia Capital Global Growth Fund III - Endurance Partners, L.P., or GGF III; (vi) the general partner of SCGGF III - U.S./India Management, L.P., or GGF III US IND MGMT; and (vii) the general partner of SC US/E Expansion Fund I Management, L.P., which is the general partner of Sequoia Capital US/E Expansion Fund I, L.P., collectively, the EXP I Funds.

4. (Continue from Footnote 3) As a result, the Reporting Person may be deemed to share beneficial ownership of the shares held by XIV Holdco, the GF VI Funds, the GF VII Funds, the GGF II Funds, GGF III, GGF III US IND MGMT and the EXP I Funds. The Reporting Person disclaims beneficial ownership of the securities included in this report, except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

5. The Reporting Person is a member of Sequoia Grove II, LLC and a partner of Sequoia Grove UK, L.P. The Reporting Person disclaims beneficial ownership of the securities included in this report except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

6. The Reporting Person is a stockholder of SC US (TTGP), Ltd. SC US (TTGP), Ltd. is (i) the general partner of Sequoia Capital Fund Management, L.P., which is the general partner of Sequoia Capital Fund, LP (SCF) and the managing member of Sequoia Capital Fund Parallel, LLC (SCFP). As a result, the Reporting Person may be deemed to share voting and dispositive power with respect to the shares held by SCF and SCFP. The Reporting Person disclaims beneficial ownership of the shares held by SCF and SCFP except to the extent of his or its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

	By: /s/ Jung Yeon Son, by power of attorney for Ravi Gupta	09/09/2024
	** 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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