April 20, 2021 - Sturdy Laela - 3: Initial statement of beneficial ownership of securities

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 ^*

Sturdy Laela

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)

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

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	16,057 ⁽¹⁾	D

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series B-1 Preferred Stock	⁽²⁾	⁽²⁾	Class A Common Stock	10,004,580	$ ⁽²⁾	I	By CapitalG LP ⁽³⁾
Series B-2 Preferred Stock	⁽²⁾	⁽²⁾	Class A Common Stock	2,967,450	$ ⁽²⁾	I	By CapitalG LP ⁽³⁾
Series C-1 Preferred Stock	⁽²⁾	⁽²⁾	Class A Common Stock	2,178,705	$ ⁽²⁾	I	By CapitalG LP ⁽³⁾
Series C-1 Preferred Stock	⁽²⁾	⁽²⁾	Class A Common Stock	6,536,115	$ ⁽²⁾	I	By CapitalG II LP ⁽⁴⁾
Series C-2 Preferred Stock	⁽²⁾	⁽²⁾	Class A Common Stock	1,740,180	$ ⁽²⁾	I	By CapitalG LP ⁽³⁾
Series C-2 Preferred Stock	⁽²⁾	⁽²⁾	Class A Common Stock	5,220,537	$ ⁽²⁾	I	By CapitalG II LP ⁽⁴⁾
Series D-1 Preferred Stock	⁽²⁾	⁽²⁾	Class A Common Stock	1,631,871	$ ⁽²⁾	I	By CapitalG II LP ⁽⁴⁾
Series D-2 Preferred Stock	⁽²⁾	⁽²⁾	Class A Common Stock	274,020	$ ⁽²⁾	I	By CapitalG II LP ⁽⁴⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Sturdy Laela C/O UIPATH, INC., 90 PARK AVE, 20TH FL NEW YORK, NY 10016	X

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)	Consists of 16,057 Restricted Stock Units (RSUs). Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement. Following the closing of the Issuer's initial public offering (IPO), 1/16th of the RSUs vest for each quarter of continuous service by the Reporting Person to the Issuer following March 16, 2021 and subject to continuous service through each such vesting date, and in each case subject to a performance based vesting condition satisfied upon the closing of the Issuer's IPO.
(2)	Each share of Series B-1 Preferred Stock, Series B-2 Preferred Stock, Series C-1 Preferred Stock, Series C-2 Preferred Stock, Series D-1 Preferred Stock and Series D-2 Preferred Stock will automatically convert into one share of Class A Common Stock immediately prior to the closing of the Issuer's IPO, and has no expiration date.
(3)	CapitalG GP LLC, is the general partner of CapitalG LP. Alphabet Holdings LLC, the managing member of CapitalG GP LLC, XXVI Holdings Inc., the managing member of Alphabet Holdings LLC, and Alphabet Inc., the controlling stockholder of XXVI Holdings Inc., each may be deemed to share voting and investment power over the shares held by CapitalG LP. The Reporting Person is a general partner of CapitalG LP and may be deemed to share voting and investment power over the shares. The Reporting Person disclaims beneficial ownership of the shares held by CapitalG LP except to the extent of her pecuniary interest in such shares.
(4)	CapitalG II GP LLC, is the general partner of CapitalG II LP. Alphabet Holdings LLC, the managing member of CapitalG II GP LLC, XXVI Holdings Inc., the managing member of Alphabet Holdings LLC, and Alphabet Inc., the controlling stockholder of XXVI Holdings Inc., each may be deemed to share voting and investment power over the shares held by CapitalG II LP. The Reporting Person is a general partner of CapitalG II LP and may be deemed to share voting and investment power over the shares. The Reporting Person disclaims beneficial ownership of the shares held by CapitalG II LP except to the extent of her pecuniary interest in such shares.
Remarks: Exhibit 24 - Power of Attorney

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Form: 3

Documents

Reporting Owners

Signatures

Explanation of Responses: