Form: 3

Initial statement of beneficial ownership of securities

April 20, 2021

Documents

FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Gupta Ashim
 2. Date of Event Requiring Statement (Month/Day/Year)
04/20/2021		 3. Issuer Name and Ticker or Trading Symbol
UiPath, Inc. [PATH]
(Last)
(First)
(Middle)
C/O UIPATH, INC. 90 PARK AVE, 20TH FL		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Financial Officer
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

NEW YORK, NY 10016		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Class A Common Stock 638,716 (1)
D
 
Class A Common Stock 383,909
I
By Trust (2)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy)   (3) 06/29/2028 Class A Common Stock 311,375 $ 0.7533 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Gupta Ashim
C/O UIPATH, INC. 90 PARK AVE, 20TH FL
NEW YORK, NY 10016		       Chief Financial Officer  

Signatures

/s/ Brad Brubaker, Attorney-in-Fact 04/20/2021
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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).
(1) Includes 554,000 Restricted Stock Units (RSUs). Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement. Of the RSUs (i) 375,000 RSUs vest at a rate of 25% of the shares on April 1, 2021, with the remaining shares vesting in equal quarterly installments over the next three years, (ii) 125,000 RSUs vest at a rate of 25% of the shares on February 1, 2022, with the remaining shares vesting in equal quarterly installments over the next three years and (iii) 54,000 RSUs will fully vest on October 1, 2021, in each case subject to continuous service through each such vesting dates, and in each case subject to a performance based vesting condition satisfied upon the closing of the Issuer's initial public offering.
(2) Shares are held by the Three Babies 2021 Trust, of which the Reporting Person is the trustee.
(3) The shares underlying this stock option vest in 36 equal monthly installments beginning on February 6, 2019, subject to continuous service through each such vesting date.
 
Remarks:
Exhibit 24 - Power of Attorney

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