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

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(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)

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 C-1 Preferred Stock	⁽¹⁾	⁽¹⁾	Class A Common Stock	3,326,970	$ ⁽¹⁾	I	By Accel Leaders Fund L.P. ⁽²⁾
Series C-2 Preferred Stock	⁽¹⁾	⁽¹⁾	Class A Common Stock	2,657,322	$ ⁽¹⁾	I	By Accel Leaders Fund L.P. ⁽²⁾
Series D-1 Preferred Stock	⁽¹⁾	⁽¹⁾	Class A Common Stock	747,579	$ ⁽¹⁾	I	By Accel Leaders Fund L.P. ⁽²⁾
Series D-2 Preferred Stock	⁽¹⁾	⁽¹⁾	Class A Common Stock	125,532	$ ⁽¹⁾	I	By Accel Leaders Fund L.P. ⁽²⁾
Series E Preferred Stock	⁽¹⁾	⁽¹⁾	Class A Common Stock	25,665	$ ⁽¹⁾	I	By Accel Leaders Fund L.P. ⁽²⁾
Series C-1 Preferred Stock	⁽¹⁾	⁽¹⁾	Class A Common Stock	158,958	$ ⁽¹⁾	I	By Accel Leaders Fund Investors 2016 L.L.C. ⁽³⁾
Series C-2 Preferred Stock	⁽¹⁾	⁽¹⁾	Class A Common Stock	126,963	$ ⁽¹⁾	I	By Accel Leaders Fund Investors 2016 L.L.C. ⁽³⁾
Series D-1 Preferred Stock	⁽¹⁾	⁽¹⁾	Class A Common Stock	35,718	$ ⁽¹⁾	I	By Accel Leaders Fund Investors 2016 L.L.C. ⁽³⁾
Series D-2 Preferred Stock	⁽¹⁾	⁽¹⁾	Class A Common Stock	5,997	$ ⁽¹⁾	I	By Accel Leaders Fund Investors 2016 L.L.C. ⁽³⁾
Series E Preferred Stock	⁽¹⁾	⁽¹⁾	Class A Common Stock	1,226	$ ⁽¹⁾	I	By Accel Leaders Fund Investors 2016 L.L.C. ⁽³⁾

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)	Each share of 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 Issuer's initial public offering (IPO), and has no expiration date.
(2)	Accel Leaders Fund Associates L.L.C., or ALFA, is the General Partner of Accel Leaders Fund 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 ALFA and share such powers. Such Managing Members and the Reporting Person hereunder disclaim beneficial ownership except to the extent of their pecuniary interest therein.
(3)	Andrew G. Braccia, Sameer K. Gandhi, Ping Li, Tracy L. Sedlock, Ryan J. Sweeney, and Richard P. Wong are the Managing Members of Accel Leaders Fund Investors 2016 L.L.C. and share 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 second 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.

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Form: 3

Documents

Reporting Owners

Signatures

Explanation of Responses: