Form: SC 13G/A

Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities by passive investors and certain institutions

February 12, 2024

 

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Schedule 13G
(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) 
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

(Amendment No. 2)*

 

UiPath, Inc.

(Name of Issuer)

 

Class A common stock, par value $0.00001 per share

(Title of Class of Securities)

 

90364P105

(CUSIP Number)

 

December 31, 2023

(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)
  x Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for 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 on 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 (“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).

 

(Continued on following pages)

 

Page 1 of 21 Pages

Exhibit Index Contained on Page 18

 

 

 

 

CUSIP NO. 90364P105 13 G Page 2 of 21

 

1

NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Accel Leaders Fund L.P. ("ALF")
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)          ¨          (b)          x
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
5,928,668 shares, all of which are directly owned by ALF.  Accel Leaders Fund Associates L.L.C. ("ALFA"), the general partner of ALF, may be deemed to have sole power to vote these shares, and Richard P. Wong ("RPW"), a director of the issuer and a managing member of ALFA, may be deemed to have shared power to vote these shares.
6 SHARED VOTING POWER
See response to row 5.
7 SOLE DISPOSITIVE POWER
5,928,668 shares, all of which are directly owned by ALF.  ALFA, the general partner of ALF, may be deemed to have sole power to dispose of these shares, and RPW, a director of the issuer and a managing member of ALFA, may be deemed to have shared power to dispose of these shares.
  8 SHARED DISPOSITIVE POWER
See response to row 7.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,928,668
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.2%(1)
12 TYPE OF REPORTING PERSON* PN
         

(1) Based on 483,625,511 shares of Class A Common Stock outstanding as of December 1, 2023, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarter ended October 31, 2023, filed with the Securities and Exchange Commission on December 4, 2023 (the “Form 10-Q”).

 

 

CUSIP NO. 90364P105 13 G Page 3 of 21

 

1

NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Accel Leaders Fund Associates L.L.C. ("ALFA")
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)          ¨          (b)          x
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
5,928,668 shares, all of which are directly owned by ALF.  ALFA, the general partner of ALF, may be deemed to have sole power to vote these shares, and RPW, a director of the issuer and a managing member of ALFA, may be deemed to have shared power to vote these shares.
6 SHARED VOTING POWER
See response to row 5.
7 SOLE DISPOSITIVE POWER
5,928,668 shares, all of which are directly owned by ALF.  ALFA, the general partner of ALF, may be deemed to have sole power to dispose of these shares, and RPW, a director of the issuer and a managing member of ALFA, may be deemed to have shared power to dispose of these shares.
  8 SHARED DISPOSITIVE POWER
See response to row 7.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,928,668
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.2%(1)
12 TYPE OF REPORTING PERSON* OO
         

(1) Based on 483,625,511 shares of Class A Common Stock outstanding as of December 1, 2023, as reported by the issuer in the Form 10-Q.

 

 

CUSIP NO. 90364P105 13 G Page 4 of 21

 

1

NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Accel Leaders Fund Investors 2016 L.L.C. (“ALFI16”)
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)          ¨          (b)          x
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
283,262 shares, all of which are directly owned by ALFI16.  RPW, a director of the issuer and a managing member of ALFI16, may be deemed to have shared power to vote these shares.
6 SHARED VOTING POWER
See response to row 5.
7 SOLE DISPOSITIVE POWER
283,262 shares, all of which are directly owned by ALFI16.  RPW, a director of the issuer and a managing member of ALFI16, may be deemed to have shared power to dispose of these shares.
  8 SHARED DISPOSITIVE POWER
See response to row 7.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 283,262
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.1%(1)
12 TYPE OF REPORTING PERSON* OO
         

(1) Based on 483,625,511 shares of Class A Common Stock outstanding as of December 1, 2023, as reported by the issuer in the Form 10-Q.

 

 

CUSIP NO. 90364P105 13 G Page 5 of 21

 

1

NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Accel Growth Fund IV L.P. (“AGF4”)
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)          ¨          (b)          x
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
4,560,327 shares, all of which are directly owned by AGF4.  Accel Growth Fund IV Associates L.L.C. ("AGF4A"), the general partner of AGF4, may be deemed to have sole power to vote these shares, and RPW, a director of the issuer and a managing member of AGF4A, may be deemed to have shared power to vote these shares.
6 SHARED VOTING POWER
See response to row 5.
7 SOLE DISPOSITIVE POWER
4,560,327 shares, all of which are directly owned by AGF4.  AGF4A, the general partner of AGF4, may be deemed to have sole power to dispose of these shares, and RPW, a director of the issuer and a managing member of AGF4A, may be deemed to have shared power to dispose of these shares.
  8 SHARED DISPOSITIVE POWER
See response to row 7.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,560,327
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.9%(1)
12 TYPE OF REPORTING PERSON* PN
         

(1) Based on 483,625,511 shares of Class A Common Stock outstanding as of December 1, 2023, as reported by the issuer in the Form 10-Q.

 

 

CUSIP NO. 90364P105 13 G Page 6 of 21

 

1

NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Accel Growth Fund IV Strategic Partners L.P. (“AGF4SP”)
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)          ¨          (b)          x
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
25,957 shares, all of which are directly owned by AGF4SP.  AGF4A, the general partner of AGF4SP, may be deemed to have sole power to vote these shares, and RPW, a director of the issuer and a managing member of AGF4A, may be deemed to have shared power to vote these shares.
6 SHARED VOTING POWER
See response to row 5.
7 SOLE DISPOSITIVE POWER
25,957 shares, all of which are directly owned by AGF4SP.  AGF4A, the general partner of AGF4SP, may be deemed to have sole power to dispose of these shares, and RPW, a director of the issuer and a managing member of AGF4A, may be deemed to have shared power to dispose of these shares.
  8 SHARED DISPOSITIVE POWER
See response to row 7.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 25,957
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0%(1)
12 TYPE OF REPORTING PERSON* PN
         

(1) Based on 483,625,511 shares of Class A Common Stock outstanding as of December 1, 2023, as reported by the issuer in the Form 10-Q.

 

 

CUSIP NO. 90364P105 13 G Page 7 of 21

 

1

NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Accel Growth Fund IV Associates L.L.C. ("AGF4A")
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)          ¨          (b)          x
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
4,586,284 shares, of which 4,560,327 are directly owned by AGF4, and 25,957 are directly owned by AGF4SP.  AGF4A, the general partner of AGF4 and AGF4SP, may be deemed to have sole power to vote these shares, and RPW, a director of the issuer and a managing member of AGF4A, may be deemed to have shared power to vote these shares.
6 SHARED VOTING POWER
See response to row 5.
7 SOLE DISPOSITIVE POWER
4,586,284 shares, of which 4,560,327 are directly owned by AGF4, and 25,957 are directly owned by AGF4SP.  AGF4A, the general partner of AGF4 and AGF4SP, may be deemed to have sole power to dispose of these shares, and RPW, a director of the issuer and a managing member of AGF4A, may be deemed to have shared power to dispose of these shares.
  8 SHARED DISPOSITIVE POWER
See response to row 7.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,586,284
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.9%(1)
12 TYPE OF REPORTING PERSON* OO
         

(1) Based on 483,625,511 shares of Class A Common Stock outstanding as of December 1, 2023, as reported by the issuer in the Form 10-Q.

 

 

CUSIP NO. 90364P105 13 G Page 8 of 21

 

1

NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Accel Growth Fund Investors 2016 L.L.C. (“AGFI16”)
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)          ¨          (b)          x
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
218,142 shares, all of which are directly owned by AGFI16.  RPW, a director of the issuer and a managing member of AGFI16, may be deemed to have shared power to vote these shares.
6 SHARED VOTING POWER
See response to row 5.
7 SOLE DISPOSITIVE POWER
218,142 shares, all of which are directly owned by AGFI16.  RPW, a director of the issuer and a managing member of AGFI16, may be deemed to have shared power to dispose of these shares.
  8 SHARED DISPOSITIVE POWER
See response to row 7.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 218,142
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0%(1)
12 TYPE OF REPORTING PERSON* OO
         

(1) Based on 483,625,511 shares of Class A Common Stock outstanding as of December 1, 2023, as reported by the issuer in the Form 10-Q.

 

 

CUSIP NO. 90364P105 13 G Page 9 of 21

 

1

NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Accel London V L.P. (“AL5”)
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)          ¨          (b)          x
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
0
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0%(1)
12 TYPE OF REPORTING PERSON* PN
         

(1) Based on 483,625,511 shares of Class A Common Stock outstanding as of December 1, 2023, as reported by the issuer in the Form 10-Q.

 

 

CUSIP NO. 90364P105 13 G Page 10 of 21

 

1

NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Accel London V Strategic Partners L.P. (“AL5SP”)
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)          ¨          (b)          x
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
0
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0%(1)
12 TYPE OF REPORTING PERSON* PN
         

(1) Based on 483,625,511 shares of Class A Common Stock outstanding as of December 1, 2023, as reported by the issuer in the Form 10-Q.

 

 

CUSIP NO. 90364P105 13 G Page 11 of 21

 

1

NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Accel London V Associates L.P. (“AL5A LP”)
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)          ¨          (b)          x
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
0
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0%(1)
12 TYPE OF REPORTING PERSON* PN
         

(1) Based on 483,625,511 shares of Class A Common Stock outstanding as of December 1, 2023, as reported by the issuer in the Form 10-Q.

 

 

CUSIP NO. 90364P105 13 G Page 12 of 21

 

1

NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Accel London Investors 2016 L.P. (“ALI16”)
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)          ¨          (b)          x
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
0
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0%(1)
12 TYPE OF REPORTING PERSON* PN
         

(1) Based on 483,625,511 shares of Class A Common Stock outstanding as of December 1, 2023, as reported by the issuer in the Form 10-Q.

 

 

CUSIP NO. 90364P105 13 G Page 13 of 21

 

1

NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Accel London V Associates L.L.C. (“AL5A”)
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)          ¨          (b)          x
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
0
7 SOLE DISPOSITIVE POWER
0
  8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0%(1)
12 TYPE OF REPORTING PERSON OO
         

(1) Based on 483,625,511 shares of Class A Common Stock outstanding as of December 1, 2023, as reported by the issuer in the Form 10-Q.

 

 

CUSIP NO. 90364P105 13 G Page 14 of 21

 

1

NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Richard P. Wong ("RPW")
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)          ¨          (b)          x
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH		 5 SOLE VOTING POWER
732,781
6 SHARED VOTING POWER
11,016,356 shares, of which 5,928,668 are directly owned by ALF, 283,262 are directly owned by ALFI16, 4,560,327 are directly owned by AGF4, 25,957 are directly owned by AGF4SP, and 218,142 are directly owned by AGFI16.  ALFA, the general partner of ALF, may be deemed to have sole power to vote these shares. AGF4A, the general partner of AGF4 and AGF4SP, may be deemed to have sole power to vote these shares.  RPW, a director of the issuer and a managing member of ALFA, ALFI16, AGF4A, and AGFI16, may be deemed to have shared power to vote these shares.
7 SOLE DISPOSITIVE POWER
732,781
  8 SHARED DISPOSITIVE POWER
11,016,356 shares, of which 5,928,668 are directly owned by ALF, 283,262 are directly owned by ALFI16, 4,560,327 are directly owned by AGF4, 25,957 are directly owned by AGF4SP, and 218,142 are directly owned by AGFI16.  ALFA, the general partner of ALF, may be deemed to have sole power to dispose of these shares. AGF4A, the general partner of AGF4 and AGF4SP, may be deemed to have sole power to dispose of these shares.  RPW, a director of the issuer and a managing member of ALFA, ALFI16, AGF4A, and AGFI16, may be deemed to have shared power to dispose of these shares.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,749,137
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 2.4%(1)
12 TYPE OF REPORTING PERSON IN
         

(1) Based on 483,625,511 shares of Class A Common Stock outstanding as of December 1, 2023, as reported by the issuer in the Form 10-Q.

 

 

CUSIP NO. 90364P105 13 G Page 15 of 21

 

1

NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Philippe Botteri ("PB")
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)          ¨          (b)          x
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH		 5 SOLE VOTING POWER
3,112,560
6 SHARED VOTING POWER
0
7 SOLE DISPOSITIVE POWER
3,112,560
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,112,560
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.6%(1)
12 TYPE OF REPORTING PERSON IN
         

(1) Based on 483,625,511 shares of Class A Common Stock outstanding as of December 1, 2023, as reported by the issuer in the Form 10-Q.

 

 

CUSIP NO. 90364P105 13 G Page 16 of 21

 

This Amendment No. 2 (“Amendment No. 2”) amends the Schedule 13G initially filed with the United States Securities and Exchange Commission on February 14, 2022 and amended on February 14, 2023 (as amended, the “Original Schedule 13G”) by the Reporting Persons. The “Reporting Persons” are collectively, Accel Leaders Fund L.P. ("ALF"), Accel Leaders Fund Associates L.L.C. ("ALFA"), Accel Leaders Fund Investors 2016 L.L.C. (“ALFI16”), Accel Growth Fund IV L.P. (“AGF4”), Accel Growth Fund IV Strategic Partners L.P. (“AGF4SP”), Accel Growth Fund IV Associates L.L.C. ("AGF4A"), Accel Growth Fund Investors 2016 L.L.C. (“AGFI16”), Accel London V L.P. (“AL5”), Accel London V Strategic Partners L.P. (“AL5SP”), Accel London V Associates L.P. ("AL5A LP"), Accel London Investors 2016 L.P. (“ALI16”), Accel London V Associates L.L.C. ("AL5A"), Richard P. Wong ("RPW"), and Philippe Botteri ("PB"). Only those items that are hereby reported are amended; all other items reported in the Original Schedule 13G remain unchanged. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. Capitalized terms not defined in this Amendment No. 2 have the meanings ascribed to them in the Original Schedule 13G.

 

ITEM 2(B).

ADDRESS OF PRINCIPAL OFFICE

 

The address for each of the Reporting Persons is:

 

Accel

500 University Avenue

Palo Alto, CA 94301

 

ITEM 4.

OWNERSHIP

 

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

  (a)

Amount beneficially owned:

 

See Row 9 of cover page for each Reporting Person.

 
  (b)

Percent of Class:

 

See Row 11 of cover page for each Reporting Person.

 
  (c)

Number of shares as to which such person has:

 

  (i)

Sole power to vote or to direct the vote:

 

See Row 5 of cover page for each Reporting Person.

 

  (ii)

Shared power to vote or to direct the vote:

 

See Row 6 of cover page for each Reporting Person.

 

  (iii)

Sole power to dispose or to direct the disposition of:

 

See Row 7 of cover page for each Reporting Person.

 

  (iv)

Shared power to dispose or to direct the disposition of:

 

See Row 8 of cover page for each Reporting Person.

 

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 5% of the class of securities, check the following: x

 

 

CUSIP NO. 90364P105 13 G Page 17 of 21

 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: February 12, 2024

 

Entities:

Accel Leaders Fund L.P.**

Accel Leaders Fund Associates L.L.C**

Accel Leaders Fund Investors 2016 L.L.C.**

Accel Growth Fund IV L.P.*

Accel Growth Fund IV Strategic Partners L.P.*

Accel Growth Fund IV Associates L.L.C.*

Accel Growth Fund Investors 2016 L.L.C.*

Accel London V L.P.*

Accel London V Strategic Partners L.P.*

Accel London V Associates L.P.*

Accel London V Associates L.L.C.*

Accel London Investors 2016 L.P.*

 

  By: /s/ Ryan Connor
    Ryan Connor, Attorney-in-fact for
    the above-listed entities

 

Individuals:

Richard P. Wong*

Philippe Botteri*

 

  By: /s/ Ryan Connor
    Ryan Connor, Attorney-in-fact for
    the above-listed individuals

 

* Signed pursuant to a Power of Attorney included herein as an exhibit to this Schedule 13G.

 

** Signed pursuant to a Power of Attorney already on file with the appropriate agencies.

 

 

CUSIP NO. 90364P105 13 G Page 18 of 21

 

EXHIBIT INDEX

 

    Found on
Sequentially
Exhibit   Numbered Page
Exhibit A: Agreement of Joint Filing   19
     
Exhibit B: Power of Attorney   20

 

 

CUSIP NO. 90364P105 13 G Page 19 of 21

 

EXHIBIT A

 

Agreement of Joint Filing

 

The Reporting Persons agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of UiPath, Inc. shall be filed on behalf of each of the Reporting Persons. Note that copies of the applicable Agreement of Joint Filing are already on file with the appropriate agencies.

 

 

CUSIP NO. 90364P105 13 G Page 20 of 21

 

EXHIBIT B

 

Power of Attorney

 

KNOW ALL MEN BY THESE PRESENTS, that each undersigned hereby constitutes and appoints Ryan Connor his, her or its true and lawful attorney-in-fact to:

 

(1)            execute for and on behalf of each undersigned (each, a “Reporting Person”), individually or jointly with any other reporting persons, any and all reports, notices, communications and other documents (including, but not limited to, reports on Form D, Schedule 13D, Schedule 13G, Form 13-F, Form 3, Form 4, Form 5 and any applicable registration statements, notice filings or reports) that such Reporting Person may be required or requested to file with the United States Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Company Act of 1940 or the Investment Advisers Act of 1940, each as amended and with the implementing rules and regulations thereto (collectively, the “Reports”) with respect to a Reporting Person’s (a) status as an officer or director of, or (b) ownership of, or transactions in, securities of, any entity whose securities are beneficially owned (directly or indirectly) by such Reporting Person (each, a “Company”) or with respect to a Reporting Person’s obligation to register or otherwise provide filings or reports to the SEC;

 

(2)            do and perform any and all acts for and on behalf of each Reporting Person which may be necessary or desirable to complete and execute any such Reports and timely file such forms and schedules with the SEC and any stock exchange or similar foreign or domestic, federal or state authority; and

 

(3)            take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, such Reporting Person, it being understood that the documents executed by such attorney-in-fact on behalf of such Reporting Person, pursuant to this Power of Attorney, shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in her discretion.

 

Each Reporting Person hereby grants to such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary, and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as such Reporting Person might or could do if personally present, with full power of revocation, hereby ratifying and confirming all that such attorney-in-fact, or her substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. Each Reporting Person acknowledges that no such attorney-in-fact, in serving in such capacity at the request of such Reporting Person, is hereby assuming, nor is any Company hereby assuming, any of such Reporting Person’s responsibilities to comply with any such registration, filing or reporting requirements of the SEC or any stock exchange or similar foreign or domestic, federal or state authority, including without limitation Section 16 or Section 13 of the Securities Exchange Act of 1934 or otherwise.

 

This Power of Attorney shall remain in full force and effect with respect to a Reporting Person until the later of such time that (a) such Reporting Person is no longer required to file Forms 3, 4 and 5 or Schedules 13G/D with respect to such Reporting Person’s holdings of and transactions in securities issued by a Company, or (b) such Reporting Person is no longer required to file any other forms, registration statements or similar filings with the United States Securities and Exchange Commission or any other similar federal or state governmental entity, unless this Power of Attorney is earlier (i) revoked by such Reporting Person in a signed writing delivered to the foregoing attorney-in-fact or (ii) revoked by such foregoing attorney-in-fact.

 

 

CUSIP NO. 90364P105 13 G Page 21 of 21

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 1st day of February, 2024. This Power of Attorney may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

 

Accel growth Fund IV L.P.,
a Delaware limited partnership
   
By: Accel Growth Fund IV Associates L.L.C.,
  a Delaware limited liability company
   
By: /s/ Ryan Connor
Name:   Ryan Connor
Title: Attorney-in-fact
   
Accel Growth Fund Strategic Partners IV L.P.,
a Delaware limited partnership
   
By: Accel Growth Fund Associates L.L.C.,
  a Delaware limited liability company
   
By: /s/ Ryan Connor
Name: Ryan Connor
Title: Attorney-in-fact
   
Accel Growth Fund IV Associates L.L.C.,
a Delaware limited liability company
   
By: /s/ Ryan Connor
Name: Ryan Connor
Title: Attorney-in-fact
   
Accel Growth Fund Investors 2016 L.L.C.,
a Delaware limited liability company
   
By: /s/ Ryan Connor
Name: Ryan Connor
Title: Attorney-in-fact
   
Accel London V L.P.,
a Delaware limited partnership
   
By: Accel London V Associates L.P.,
  a Delaware limited partnership
   
By: Accel London V Associates L.L.C.,
  a Delaware limited liability company
   
By: /s/ Ryan Connor
Name: Ryan Connor
Title: Attorney-in-fact

Accel London V Strategic Partners L.P.,
a Delaware limited partnership
   
By: Accel London V Associates L.P.,
  a Delaware limited partnership
   
By: Accel London V Associates L.L.C.,
  a Delaware limited liability company
   
By: /s/ Ryan Connor
Name:   Ryan Connor
Title: Attorney-in-fact
   
Accel London Investors 2016 L.P.,
a Delaware limited partnership
   
By: Accel London V Associates L.L.C.,
  a Delaware limited liability company
   
By: /s/ Ryan Connor
Name: Ryan Connor
Title: Attorney-in-fact
   
Accel London V Associates L.P.,
a Delaware limited partnership
   
By: Accel London V Associates L.L.C.,
  a Delaware limited liability company
   
By: /s/ Ryan Connor
Name: Ryan Connor
Title: Attorney-in-fact
   
Accel London V Associates L.L.C.,
a Delaware limited liability company
   
By: /s/ Ryan Connor
Name: Ryan Connor
Title: Attorney-in-fact
   
Richard P. Wong
   
By: /s/ Ryan Connor
Name: Ryan Connor
Title: Attorney-in-fact
   
Philippe Botteri
   
By: /s/ Ryan Connor
Name: Ryan Connor
Title: Attorney-in-fact