April 23, 2021 - Eschenbach Carl M. - 4: Statement of changes in beneficial ownership of securities

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN 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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3235-0287

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1. Name and Address of Reporting Person ^*

Eschenbach Carl M.

2. Issuer Name and Ticker or Trading Symbol
UiPath, Inc. [PATH]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

(Last)

(First)

(Middle)

C/O UIPATH, INC., 90 PARK AVE, 20TH FL

3. Date of Earliest Transaction (Month/Day/Year)
04/23/2021

(Street)

NEW YORK, NY 10016

4. If Amendment, Date Original Filed(Month/Day/Year)

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 Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	04/23/2021		C		3,235,377	A	⁽¹⁾	3,235,377	I	By Sequoia Capital U.S.Growth Fund VII, L.P. ⁽²⁾
Class A Common Stock	04/23/2021		C		2,584,167	A	⁽¹⁾	5,819,544	I	By Sequoia Capital U.S.Growth Fund VII, L.P. ⁽²⁾
Class A Common Stock	04/23/2021		C		97,911	A	⁽¹⁾	5,917,455	I	By Sequoia Capital U.S.Growth Fund VII, L.P. ⁽²⁾
Class A Common Stock	04/23/2021		C		16,443	A	⁽¹⁾	5,933,898	I	By Sequoia Capital U.S.Growth Fund VII, L.P. ⁽²⁾
Class A Common Stock	04/23/2021		C		26,891	A	⁽¹⁾	5,960,789	I	By Sequoia Capital U.S.Growth Fund VII, L.P. ⁽²⁾
Class A Common Stock	04/23/2021		C		3,268,056	A	⁽¹⁾	3,268,056	I	By Sequoia Capital U.S. Growth Fund VIII, L.P. ⁽²⁾
Class A Common Stock	04/23/2021		C		2,610,270	A	⁽¹⁾	5,878,326	I	By Sequoia Capital U.S. Growth Fund VIII, L.P. ⁽²⁾
Class A Common Stock	04/23/2021		C		97,914	A	⁽¹⁾	5,976,240	I	By Sequoia Capital U.S. Growth Fund VIII, L.P. ⁽²⁾
Class A Common Stock	04/23/2021		C		16,440	A	⁽¹⁾	5,992,680	I	By Sequoia Capital U.S. Growth Fund VIII, L.P. ⁽²⁾
Class A Common Stock	04/23/2021		C		26,891	A	⁽¹⁾	6,019,571	I	By Sequoia Capital U.S. Growth Fund VIII, L.P. ⁽²⁾
Class A Common Stock	04/23/2021		C		32,679	A	⁽¹⁾	32,679	I	By Sequoia Capital U.S. Growth VII Principals Fund, L.P. ⁽²⁾
Class A Common Stock	04/23/2021		C		26,103	A	⁽¹⁾	58,782	I	By Sequoia Capital U.S. Growth VII Principals Fund, L.P. ⁽²⁾
Class A Common Stock								16,057	D ⁽³⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series C-1 Preferred Stock

⁽¹⁾

04/23/2021

3,235,377

⁽¹⁾

Class A Common Stock

3,235,377

$ 0

By Sequoia Capital U.S. Growth Fund VII, L.P. ⁽²⁾

Series C-1 Preferred Stock

⁽¹⁾

04/23/2021

3,268,056

⁽¹⁾

Class A Common Stock

3,268,056

$ 0

By Sequoia Capital U.S. Growth Fund VIII, L.P. ⁽²⁾

Series C-1 Preferred Stock

⁽¹⁾

04/23/2021

32,679

⁽¹⁾

A Common Stock

32,679

$ 0

By Sequoia Capital U.S. Growth VII Principals Fund, L.P. ⁽²⁾

Series C-2 Preferred Stock

⁽¹⁾

04/23/2021

2,584,167

⁽¹⁾

A Common Stock

2,584,167

$ 0

By Sequoia Capital U.S. Growth Fund VII, L.P. ⁽²⁾

Series C-2 Preferred Stock

⁽¹⁾

04/23/2021

2,610,270

⁽¹⁾

A Common Stock

2,610,270

$ 0

By Sequoia Capital U.S. Growth Fund VIII, L.P. ⁽²⁾

Series C-2 Preferred Stock

⁽¹⁾

04/23/2021

26,103

⁽¹⁾

A Common Stock

26,103

$ 0

By Sequoia Capital U.S. Growth VII Principals Fund, L.P. ⁽²⁾

Series D-1 Preferred Stock

⁽¹⁾

04/23/2021

97,911

⁽¹⁾

A Common Stock

97,911

$ 0

By Sequoia Capital U.S. Growth Fund VII, L.P. ⁽²⁾

Series D-1 Preferred Stock

⁽¹⁾

04/23/2021

97,914

⁽¹⁾

A Common Stock

97,914

$ 0

By Sequoia Capital U.S. Growth Fund VIII, L.P. ⁽²⁾

Series D-2 Preferred Stock

⁽¹⁾

04/23/2021

16,443

⁽¹⁾

A Common Stock

16,443

$ 0

By Sequoia Capital U.S. Growth Fund VII, L.P. ⁽²⁾

Series D-2 Preferred Stock

⁽¹⁾

04/23/2021

16,440

⁽¹⁾

A Common Stock

16,440

$ 0

By Sequoia Capital U.S. Growth Fund VIII, L.P. ⁽²⁾

Series E Preferred Stock

⁽¹⁾

04/23/2021

26,891

⁽¹⁾

A Common Stock

26,891

$ 0

By Sequoia Capital U.S. Growth Fund VII, L.P. ⁽²⁾

Series E Preferred Stock

⁽¹⁾

04/23/2021

26,891

⁽¹⁾

A Common Stock

26,891

$ 0

By Sequoia Capital U.S. Growth Fund VIII, L.P. ⁽²⁾

Reporting Owners

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

Signatures

/s/ Brad Brubaker, as Attorney-in-Fact		04/23/2021
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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, Series E Preferred Stock and Series F Preferred Stock automatically converted into one share of Class A Common Stock, without payment of additional consideration, immediately prior to the closing of the Issuer's initial public offering.
(2)	The Reporting Person is a director and stockholder of SC US (TTGP), Ltd. SC US (TTGP), Ltd. is (i) the general partner of SC U.S. Growth VII Management, L.P., which is the general partner of each of Sequoia Capital U.S. Growth Fund VII, L.P. and Sequoia Capital U.S. Growth VII Principals Fund, L.P.; and (ii) the general partner of SC U.S. Growth VIII Management, L.P., which is the general partner of Sequoia Capital U.S. Growth Fund VIII, L.P. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
(3)	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 initial public offering, 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.

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