Form: 4

Statement of changes in beneficial ownership of securities

April 23, 2021

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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(Print or Type Responses)
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)
Code V Amount (A) or (D) Price
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)  

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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series C-1 Preferred Stock (1) 04/23/2021   C     3,235,377   (1)   (1) Class A Common Stock 3,235,377 $ 0 0 I By Sequoia Capital U.S. Growth Fund VII, L.P. (2)
Series C-1 Preferred Stock (1) 04/23/2021   C     3,268,056   (1)   (1) Class A Common Stock 3,268,056 $ 0 0 I By Sequoia Capital U.S. Growth Fund VIII, L.P. (2)
Series C-1 Preferred Stock (1) 04/23/2021   C     32,679   (1)   (1) A Common Stock 32,679 $ 0 0 I By Sequoia Capital U.S. Growth VII Principals Fund, L.P. (2)
Series C-2 Preferred Stock (1) 04/23/2021   C     2,584,167   (1)   (1) A Common Stock 2,584,167 $ 0 0 I By Sequoia Capital U.S. Growth Fund VII, L.P. (2)
Series C-2 Preferred Stock (1) 04/23/2021   C     2,610,270   (1)   (1) A Common Stock 2,610,270 $ 0 0 I By Sequoia Capital U.S. Growth Fund VIII, L.P. (2)
Series C-2 Preferred Stock (1) 04/23/2021   C     26,103   (1)   (1) A Common Stock 26,103 $ 0 0 I By Sequoia Capital U.S. Growth VII Principals Fund, L.P. (2)
Series D-1 Preferred Stock (1) 04/23/2021   C     97,911   (1)   (1) A Common Stock 97,911 $ 0 0 I By Sequoia Capital U.S. Growth Fund VII, L.P. (2)
Series D-1 Preferred Stock (1) 04/23/2021   C     97,914   (1)   (1) A Common Stock 97,914 $ 0 0 I By Sequoia Capital U.S. Growth Fund VIII, L.P. (2)
Series D-2 Preferred Stock (1) 04/23/2021   C     16,443   (1)   (1) A Common Stock 16,443 $ 0 0 I By Sequoia Capital U.S. Growth Fund VII, L.P. (2)
Series D-2 Preferred Stock (1) 04/23/2021   C     16,440   (1)   (1) A Common Stock 16,440 $ 0 0 I By Sequoia Capital U.S. Growth Fund VIII, L.P. (2)
Series E Preferred Stock (1) 04/23/2021   C     26,891   (1)   (1) A Common Stock 26,891 $ 0 0 I By Sequoia Capital U.S. Growth Fund VII, L.P. (2)
Series E Preferred Stock (1) 04/23/2021   C     26,891   (1)   (1) A Common Stock 26,891 $ 0 0 I By Sequoia Capital U.S. Growth Fund VIII, L.P. (2)

Reporting Owners

Reporting Owner Name / Address Relationships
 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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