April 20, 2021 - Wong Rich - 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

OMB APPROVAL

OMB Number:

3235-0104

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Wong Rich

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	__X__ 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)
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

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 A-1 Preferred Stock	⁽²⁾	⁽²⁾	Class A Common Stock	58,774,710	$ ⁽²⁾	I	By Accel London V L.P. ⁽³⁾
Series B-1 Preferred Stock	⁽²⁾	⁽²⁾	Class A Common Stock	2,570,880	$ ⁽²⁾	I	By Accel London V L.P. ⁽³⁾
Series B-2 Preferred Stock	⁽²⁾	⁽²⁾	Class A Common Stock	762,570	$ ⁽²⁾	I	By Accel London V L.P. ⁽³⁾
Series E Preferred Stock	⁽²⁾	⁽²⁾	Class A Common Stock	24,186	$ ⁽²⁾	I	By Accel London V L.P. ⁽³⁾
Series A-1 Preferred Stock	⁽²⁾	⁽²⁾	Class A Common Stock	895,290	$ ⁽²⁾	I	By Accel London V Strategic Partners L.P. ⁽³⁾
Series B-1 Preferred Stock	⁽²⁾	⁽²⁾	Class A Common Stock	39,150	$ ⁽²⁾	I	By Accel London V Strategic Partners L.P. ⁽³⁾
Series B-2 Preferred Stock	⁽²⁾	⁽²⁾	Class A Common Stock	11,610	$ ⁽²⁾	I	By Accel London V Strategic Partners L.P. ⁽³⁾
Series E Preferred Stock	⁽²⁾	⁽²⁾	Class A Common Stock	368	$ ⁽²⁾	I	By Accel London V Strategic Partners L.P. ⁽³⁾
Series A-1 Preferred Stock	⁽²⁾	⁽²⁾	Class A Common Stock	5,678,790	$ ⁽²⁾	I	By Accel London Investors 2016 L.P. ⁽⁴⁾
Series B-1 Preferred Stock	⁽²⁾	⁽²⁾	Class A Common Stock	248,400	$ ⁽²⁾	I	By Accel London Investors 2016 L.P. ⁽⁴⁾
Series B-2 Preferred Stock	⁽²⁾	⁽²⁾	Class A Common Stock	73,680	$ ⁽²⁾	I	By Accel London Investors 2016 L.P. ⁽⁴⁾
Series E Preferred Stock	⁽²⁾	⁽²⁾	Class A Common Stock	2,337	$ ⁽²⁾	I	By Accel London Investors 2016 L.P. ⁽⁴⁾
Series B-1 Preferred Stock	⁽²⁾	⁽²⁾	Class A Common Stock	20,642,310	$ ⁽²⁾	I	By Accel Growth Fund IV L.P. ⁽⁵⁾
Series B-2 Preferred Stock	⁽²⁾	⁽²⁾	Class A Common Stock	6,122,730	$ ⁽²⁾	I	By Accel Growth Fund IV L.P. ⁽⁵⁾
Series C-1 Preferred Stock	⁽²⁾	⁽²⁾	Class A Common Stock	827,211	$ ⁽²⁾	I	By Accel Growth Fund IV L.P. ⁽⁵⁾
Series C-2 Preferred Stock	⁽²⁾	⁽²⁾	Class A Common Stock	660,711	$ ⁽²⁾	I	By Accel Growth Fund IV L.P. ⁽⁵⁾
Series D-1 Preferred Stock	⁽²⁾	⁽²⁾	Class A Common Stock	185,880	$ ⁽²⁾	I	By Accel Growth Fund IV L.P. ⁽⁵⁾
Series D-2 Preferred Stock	⁽²⁾	⁽²⁾	Class A Common Stock	31,212	$ ⁽²⁾	I	By Accel Growth Fund IV L.P. ⁽⁵⁾
Series B-1 Preferred Stock	⁽²⁾	⁽²⁾	Class A Common Stock	117,450	$ ⁽²⁾	I	By Accel Growth Fund IV Strategic Partners L.P. ⁽⁵⁾
Series B-2 Preferred Stock	⁽²⁾	⁽²⁾	Class A Common Stock	34,830	$ ⁽²⁾	I	By Accel Growth Fund IV Strategic Partners L.P. ⁽⁵⁾
Series C-1 Preferred Stock	⁽²⁾	⁽²⁾	Class A Common Stock	4,707	$ ⁽²⁾	I	By Accel Growth Fund IV Strategic Partners L.P. ⁽⁵⁾
Series C-2 Preferred Stock	⁽²⁾	⁽²⁾	Class A Common Stock	3,759	$ ⁽²⁾	I	By Accel Growth Fund IV Strategic Partners L.P. ⁽⁵⁾
Series D-1 Preferred Stock	⁽²⁾	⁽²⁾	Class A Common Stock	1,056	$ ⁽²⁾	I	By Accel Growth Fund IV Strategic Partners L.P. ⁽⁵⁾
Series D-2 Preferred Stock	⁽²⁾	⁽²⁾	Class A Common Stock	177	$ ⁽²⁾	I	By Accel Growth Fund IV Strategic Partners L.P. ⁽⁵⁾
Series B-1 Preferred Stock	⁽²⁾	⁽²⁾	Class A Common Stock	987,330	$ ⁽²⁾	I	By Accel Growth Fund Investors 2016 L.L.C. ⁽⁶⁾
Series B-2 Preferred Stock	⁽²⁾	⁽²⁾	Class A Common Stock	292,860	$ ⁽²⁾	I	By Accel Growth Fund Investors 2016 L.L.C. ⁽⁶⁾
Series C-1 Preferred Stock	⁽²⁾	⁽²⁾	Class A Common Stock	39,564	$ ⁽²⁾	I	By Accel Growth Fund Investors 2016 L.L.C. ⁽⁶⁾
Series C-2 Preferred Stock	⁽²⁾	⁽²⁾	Class A Common Stock	31,602	$ ⁽²⁾	I	By Accel Growth Fund Investors 2016 L.L.C. ⁽⁶⁾
Series D-1 Preferred Stock	⁽²⁾	⁽²⁾	Class A Common Stock	8,889	$ ⁽²⁾	I	By Accel Growth Fund Investors 2016 L.L.C. ⁽⁶⁾
Series D-2 Preferred Stock	⁽²⁾	⁽²⁾	Class A Common Stock	1,494	$ ⁽²⁾	I	By Accel Growth Fund Investors 2016 L.L.C. ⁽⁶⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Wong Rich C/O UIPATH, INC., 90 PARK AVE, 20TH FL NEW YORK, NY 10016	X	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)	Includes 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 initial public offering.
(2)	Each share of Series A-1 Preferred Stock, 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, Series D-2 Preferred Stock and Series E Preferred Stock will automatically convert into one share of Class A Common Stock immediately prior to the closing of the IPO, and has no expiration date.
(3)	Accel London V Associates L.L.C., or ALA L.L.C., is the General Partner of Accel London V Associates L.P., which is the general partner of each of Accel London V L.P., and Accel London V Strategic Partners L.P. ALA L.L.C. has sole voting and investment power. Philippe Botteri, Hendrik Nelis, and Sonali de Rycker are the managers of ALA L.L.C. and share such powers. Such Managing Members and the Reporting Person hereunder disclaim beneficial ownership except to the extent of their pecuniary interest therein.
(4)	ALA L.L.C. is the General Partner of Accel London Investors 2016 L.P. and has sole voting and investment power. Philippe Botteri, Hendrik Nelis, and Sonali de Rycker are the managers of ALA L.L.C. and share such powers. Such Managing Members and the Reporting Person hereunder disclaim beneficial ownership except to the extent of their pecuniary interest therein.
(5)	Accel Growth Fund IV Associates L.L.C., or AGF4A, is the General Partner of both Accel Growth Fund IV L.P. and Accel Growth Fund IV Strategic Partners L.P., and has sole voting and investment power. Andrew G. Braccia, Sameer K. Gandhi, Ping Li, Tracy L. Sedlock, Ryan J. Sweeney, and Richard P. Wong are the Managing Members of AGF4A and share such powers. Such Managing Members and the Reporting Person hereunder disclaim beneficial ownership except to the extent of their pecuniary interest therein.
(6)	Andrew G. Braccia, Sameer K. Gandhi, Ping Li, Tracy L. Sedlock, Ryan J. Sweeney, and Richard P. Wong are the Managing Members of Accel Growth Fund Investors 2016 L.L.C. and share the voting and investment powers. Such Managing Members and the Reporting Person hereunder disclaim beneficial ownership except to the extent of their pecuniary interest therein.
Remarks: Exhibit 24 - Power of Attorney This Form 3 is the first of two Form 3s filed relating to the same event. Combined, the two reports report the holdings for the Reporting Person, a director of the Issuer and his indirect relationship to the following reporting persons the "Accel Reporting Persons": Accel London V L.P., Accel London V Strategic Partners L.P., Accel London Investors 2016 L.P., Accel London V Associates 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 Leaders Fund L.P., Accel Leaders Fund Associates L.L.C., Accel Leaders Fund Investors 2016 L.L.C. This Form 3 has been split into two filings because there are more than 30 reportable holdings among the Accel Reporting Persons in total, and the SEC's EDGAR filing system limits a single Form 3 to a maximum of 30 reportable holdings. Each Form 3 is filed by designated filer Exhibit 24 Power of Attorney.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

Form: 3

Documents

Reporting Owners

Signatures

Explanation of Responses: