Sec Form 13G Filing - SC US (TTGP) LTD. filing for Maplebear Inc. (CART) - 2024-02-14

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

(Rule 13d-102)

Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and

Amendments Thereto Filed Pursuant to § 240.13d-2

Under the Securities Exchange Act of 1934

(Amendment No. )*

 

 

Maplebear Inc.

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

565394103**

(CUSIP Number)

December 31, 2023

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

 

*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

**

This CUSIP number applies to the Issuer’s Class A Common Stock.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 1   

NAME OF REPORTING PERSON

 

SEQUOIA CAPITAL USV XIV HOLDCO, LTD. (“SEQUOIA CAPITAL USV XIV HOLDCO”)

 2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐  (b) ☐

 

 3  

SEC USE ONLY

 

 4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

CAYMAN ISLANDS

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

    5   

SOLE VOTING POWER

 

0

   6  

SHARED VOTING POWER

 

25,726,519

   7  

SOLE DISPOSITIVE POWER

 

0

   8  

SHARED DISPOSITIVE POWER

 

25,726,519

 9   

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

25,726,519

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

☐

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

9.2%1

12  

TYPE OF REPORTING PERSON

 

OO

 

1

Based on a total of 280,215,950 shares of Class A common stock as of October 31, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 13, 2023.

 1   

NAME OF REPORTING PERSON

 

SEQUOIA CAPITAL U.S. GROWTH FUND VI, L.P. (“SEQUOIA CAPITAL U.S. GROWTH FUND VI”)

 2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐  (b) ☐

 

 3  

SEC USE ONLY

 

 4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

CAYMAN ISLANDS

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

    5   

SOLE VOTING POWER

 

0

   6  

SHARED VOTING POWER

 

4,744,206

   7  

SOLE DISPOSITIVE POWER

 

0

   8  

SHARED DISPOSITIVE POWER

 

4,744,206

 9   

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,744,206

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

☐

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

1.7%1

12  

TYPE OF REPORTING PERSON

 

PN

 

1

Based on a total of 280,215,950 shares of Class A common stock as of October 31, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 13, 2023.

 1   

NAME OF REPORTING PERSON

 

SEQUOIA CAPITAL U.S. GROWTH PRINCIPALS VI FUND, L.P. (“SEQUOIA CAPITAL U.S. GROWTH PRINCIPALS VI FUND”)

 2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐  (b) ☐

 

 3  

SEC USE ONLY

 

 4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

CAYMAN ISLANDS

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

    5   

SOLE VOTING POWER

 

0

   6  

SHARED VOTING POWER

 

308,013

   7  

SOLE DISPOSITIVE POWER

 

0

   8  

SHARED DISPOSITIVE POWER

 

308,013

 9   

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

308,013

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

☐

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0.1%1

12  

TYPE OF REPORTING PERSON

 

PN

 

1

Based on a total of 280,215,950 shares of Class A common stock as of October 31, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 13, 2023.

 1   

NAME OF REPORTING PERSON

 

SEQUOIA CAPITAL GLOBAL GROWTH FUND II, L.P. (“SEQUOIA CAPITAL GLOBAL GROWTH FUND II”)

 2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐  (b) ☐

 

 3  

SEC USE ONLY

 

 4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

CAYMAN ISLANDS

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

    5   

SOLE VOTING POWER

 

0

   6  

SHARED VOTING POWER

 

4,405,162

   7  

SOLE DISPOSITIVE POWER

 

0

   8  

SHARED DISPOSITIVE POWER

 

4,405,162

 9   

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,405,162

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

☐

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

1.6%1

12  

TYPE OF REPORTING PERSON

 

PN

 

1

Based on a total of 280,215,950 shares of Class A common stock as of October 31, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 13, 2023.

 1   

NAME OF REPORTING PERSON

 

SEQUOIA CAPITAL GLOBAL GROWTH II PRINCIPALS FUND, L.P. (“SEQUOIA CAPITAL GLOBAL GROWTH II PRINCIPALS FUND”)

 2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐  (b) ☐

 

 3  

SEC USE ONLY

 

 4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

CAYMAN ISLANDS

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

    5   

SOLE VOTING POWER

 

0

   6  

SHARED VOTING POWER

 

68,020

   7  

SOLE DISPOSITIVE POWER

 

0

   8  

SHARED DISPOSITIVE POWER

 

68,020

 9   

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

68,020

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

☐

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

Less than 0.1%1

12  

TYPE OF REPORTING PERSON

 

PN

 

1

Based on a total of 280,215,950 shares of Class A common stock as of October 31, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 13, 2023.

 1   

NAME OF REPORTING PERSON

 

SEQUOIA CAPITAL U.S. GROWTH FUND VII, L.P. (“SEQUOIA CAPITAL U.S. GROWTH FUND VII”)

 2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐  (b) ☐

 

 3  

SEC USE ONLY

 

 4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

CAYMAN ISLANDS

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

    5   

SOLE VOTING POWER

 

0

   6  

SHARED VOTING POWER

 

1,774,756

   7  

SOLE DISPOSITIVE POWER

 

0

   8  

SHARED DISPOSITIVE POWER

 

1,774,756

 9   

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,774,756

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

☐

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0.6%1

12  

TYPE OF REPORTING PERSON

 

PN

 

1

Based on a total of 280,215,950 shares of Class A common stock as of October 31, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 13, 2023.

 1   

NAME OF REPORTING PERSON

 

SEQUOIA CAPITAL U.S. GROWTH VII PRINCIPALS FUND, L.P. (“SEQUOIA CAPITAL U.S. GROWTH VII PRINCIPALS FUND”)

 2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐  (b) ☐

 

 3  

SEC USE ONLY

 

 4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

CAYMAN ISLANDS

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

    5   

SOLE VOTING POWER

 

0

   6  

SHARED VOTING POWER

 

164,955

   7  

SOLE DISPOSITIVE POWER

 

0

   8  

SHARED DISPOSITIVE POWER

 

164,955

 9   

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

164,955

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

☐

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0.1%1

12  

TYPE OF REPORTING PERSON

 

PN

 

1

Based on a total of 280,215,950 shares of Class A common stock as of October 31, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 13, 2023.

 1   

NAME OF REPORTING PERSON

 

SEQUOIA CAPITAL GLOBAL GROWTH FUND III - ENDURANCE PARTNERS, L.P. (“SC GGF III ”)

 2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐  (b) ☐

 

 3  

SEC USE ONLY

 

 4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

DELAWARE

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

    5   

SOLE VOTING POWER

 

0

   6  

SHARED VOTING POWER

 

351,374

   7  

SOLE DISPOSITIVE POWER

 

0

   8  

SHARED DISPOSITIVE POWER

 

351,374

 9   

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

351,374

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

☐

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0.1%1

12  

TYPE OF REPORTING PERSON

 

PN

 

1

Based on a total of 280,215,950 shares of Class A common stock as of October 31, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 13, 2023.

 1   

NAME OF REPORTING PERSON

 

SEQUOIA CAPITAL US/E EXPANSION FUND I, L.P. (“SC US/E EXPANSION FUND I”)

 2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐  (b) ☐

 

 3  

SEC USE ONLY

 

 4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

CAYMAN ISLANDS

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

    5   

SOLE VOTING POWER

 

0

   6  

SHARED VOTING POWER

 

1,000,000

   7  

SOLE DISPOSITIVE POWER

 

0

   8  

SHARED DISPOSITIVE POWER

 

1,000,000

 9   

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,000,000

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

☐

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0.4%1

12  

TYPE OF REPORTING PERSON

 

PN

 

1

Based on a total of 280,215,950 shares of Class A common stock as of October 31, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 13, 2023.

 1   

NAME OF REPORTING PERSON

 

SEQUOIA CAPITAL US/E EXPANSION FUND I MANAGEMENT, L.P. (“SC US/E EXPANSION FUND I MGMT”)

 2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐  (b) ☐

 

 3  

SEC USE ONLY

 

 4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

CAYMAN ISLANDS

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

    5   

SOLE VOTING POWER

 

0

   6  

SHARED VOTING POWER

 

1,000,000 Shares of which 1,000,000 shares are directly owned by SC US/E EXPANSION FUND I. The general partner of SC US/E EXPANSION FUND I is SC US/E EXPANSION FUND I MGMT.

   7  

SOLE DISPOSITIVE POWER

 

0

   8  

SHARED DISPOSITIVE POWER

 

1,000,000 Shares of which 1,000,000 shares are directly owned by SC US/E EXPANSION FUND I. The general partner of SC US/E EXPANSION FUND I is SC US/E EXPANSION FUND I MGMT.

 9   

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,000,000

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

☐

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0.4%1

12  

TYPE OF REPORTING PERSON

 

PN

 

1

Based on a total of 280,215,950 shares of Class A common stock as of October 31, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 13, 2023.

 1   

NAME OF REPORTING PERSON

 

SEQUOIA CAPITAL U.S. VENTURE FUND XIV, L.P. (“SC U.S. VENTURE FUND XIV”)

 2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐  (b) ☐

 

 3  

SEC USE ONLY

 

 4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

CAYMAN ISLANDS

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

    5   

SOLE VOTING POWER

 

0

   6  

SHARED VOTING POWER

 

25,726,519 shares, of which 25,726,519 shares are directly owned by SEQUOIA CAPITAL USV XIV HOLDCO. SEQUOIA CAPITAL U.S. VENTURE FUND XIV, SEQUOIA CAPITAL U.S. VENTURE PARTNERS FUND XIV and SEQUOIA CAPITAL U.S. VENTURE PARTNERS FUND XIV (Q), together, own 100% of the outstanding shares of SEQUOIA CAPITAL USV XIV HOLDCO.

   7  

SOLE DISPOSITIVE POWER

 

0

   8  

SHARED DISPOSITIVE POWER

 

25,726,519 shares, of which 25,726,519 shares are directly owned by SEQUOIA CAPITAL USV XIV HOLDCO. SEQUOIA CAPITAL U.S. VENTURE FUND XIV, SEQUOIA CAPITAL U.S. VENTURE PARTNERS FUND XIV and SEQUOIA CAPITAL U.S. VENTURE PARTNERS FUND XIV (Q), together, own 100% of the outstanding shares of SEQUOIA CAPITAL USV XIV HOLDCO.

 9   

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

25,726,519

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

☐

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

9.2%1

12  

TYPE OF REPORTING PERSON

 

PN

 

1

Based on a total of 280,215,950 shares of Class A common stock as of October 31, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 13, 2023.

 1   

NAME OF REPORTING PERSON

 

SEQUOIA CAPITAL U.S. VENTURE PARTNERS FUND XIV, L.P. (“SC U.S. VENTURE PARTNERS FUND XIV”)

 2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐  (b) ☐

 

 3  

SEC USE ONLY

 

 4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

CAYMAN ISLANDS

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

    5   

SOLE VOTING POWER

 

0

   6  

SHARED VOTING POWER

 

25,726,519 shares, of which 25,726,519 shares are directly owned by SEQUOIA CAPITAL USV XIV HOLDCO. SEQUOIA CAPITAL U.S. VENTURE FUND XIV, SEQUOIA CAPITAL U.S. VENTURE PARTNERS FUND XIV and SEQUOIA CAPITAL U.S. VENTURE PARTNERS FUND XIV (Q), together, own 100% of the outstanding shares of SEQUOIA CAPITAL USV XIV HOLDCO.

   7  

SOLE DISPOSITIVE POWER

 

0

   8  

SHARED DISPOSITIVE POWER

 

25,726,519 shares, of which 25,726,519 shares are directly owned by SEQUOIA CAPITAL USV XIV HOLDCO. SEQUOIA CAPITAL U.S. VENTURE FUND XIV, SEQUOIA CAPITAL U.S. VENTURE PARTNERS FUND XIV and SEQUOIA CAPITAL U.S. VENTURE PARTNERS FUND XIV (Q), together, own 100% of the outstanding shares of SEQUOIA CAPITAL USV XIV HOLDCO.

 9   

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

25,726,519

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

☐

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

9.2%1

12  

TYPE OF REPORTING PERSON

 

PN

 

1

Based on a total of 280,215,950 shares of Class A common stock as of October 31, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 13, 2023.

 1   

NAME OF REPORTING PERSON

 

SEQUOIA CAPITAL U.S. VENTURE PARTNERS FUND XIV (Q), L.P. (“SC U.S. VENTURE FUND XIV (Q)”)

 2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐  (b) ☐

 

 3  

SEC USE ONLY

 

 4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

CAYMAN ISLANDS

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

    5   

SOLE VOTING POWER

 

0

   6  

SHARED VOTING POWER

 

25,726,519 shares, of which 25,726,519 shares are directly owned by SEQUOIA CAPITAL USV XIV HOLDCO. SEQUOIA CAPITAL U.S. VENTURE FUND XIV, SEQUOIA CAPITAL U.S. VENTURE PARTNERS FUND XIV and SEQUOIA CAPITAL U.S. VENTURE PARTNERS FUND XIV (Q), together, own 100% of the outstanding shares of SEQUOIA CAPITAL USV XIV HOLDCO.

   7  

SOLE DISPOSITIVE POWER

 

0

   8  

SHARED DISPOSITIVE POWER

 

25,726,519 shares, of which 25,726,519 shares are directly owned by SEQUOIA CAPITAL USV XIV HOLDCO. SEQUOIA CAPITAL U.S. VENTURE FUND XIV, SEQUOIA CAPITAL U.S. VENTURE PARTNERS FUND XIV and SEQUOIA CAPITAL U.S. VENTURE PARTNERS FUND XIV (Q), together, own 100% of the outstanding shares of SEQUOIA CAPITAL USV XIV HOLDCO.

 9   

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

25,726,519

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

☐

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

9.2%1

12  

TYPE OF REPORTING PERSON

 

PN

 

1

Based on a total of 280,215,950 shares of Class A common stock as of October 31, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 13, 2023.

 1   

NAME OF REPORTING PERSON

 

SC U.S. VENTURE XIV MANAGEMENT, L.P. (“SC U.S. VENTURE XIV MANAGEMENT”)

 2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐  (b) ☐

 

 3  

SEC USE ONLY

 

 4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

CAYMAN ISLANDS

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

    5   

SOLE VOTING POWER

& #xA0;

0

   6  

SHARED VOTING POWER

 

25,726,519 shares, of which 25,726,519 shares are directly owned by SEQUOIA CAPITAL USV XIV HOLDCO. SEQUOIA CAPITAL U.S. VENTURE FUND XIV, SEQUOIA CAPITAL U.S. VENTURE PARTNERS FUND XIV and SEQUOIA CAPITAL U.S. VENTURE PARTNERS FUND XIV (Q), together, own 100% of the outstanding shares of SEQUOIA CAPITAL USV XIV HOLDCO. The General Partner of each of SEQUOIA CAPITAL U.S. VENTURE FUND XIV, SEQUOIA CAPITAL U.S. VENTURE PARTNERS FUND XIV and SEQUOIA CAPITAL U.S. VENTURE PARTNERS FUND XIV (Q) is SC U.S. VENTURE XIV MANAGEMENT.

   7  

SOLE DISPOSITIVE POWER

 

0

   8  

SHARED DISPOSITIVE POWER

 

25,726,519 shares, of which 25,726,519 shares are directly owned by SEQUOIA CAPITAL USV XIV HOLDCO. SEQUOIA CAPITAL U.S. VENTURE FUND XIV, SEQUOIA CAPITAL U.S. VENTURE PARTNERS FUND XIV and SEQUOIA CAPITAL U.S. VENTURE PARTNERS FUND XIV (Q), together, own 100% of the outstanding shares of SEQUOIA CAPITAL USV XIV HOLDCO. The General Partner of each of SEQUOIA CAPITAL U.S. VENTURE FUND XIV, SEQUOIA CAPITAL U.S. VENTURE PARTNERS FUND XIV and SEQUOIA CAPITAL U.S. VENTURE PARTNERS FUND XIV (Q) is SC U.S. VENTURE XIV MANAGEMENT.

 9   

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

25,726,519

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

☐

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

9.2%1

12  

TYPE OF REPORTING PERSON

 

PN

 

1

Based on a total of 280,215,950 shares of Class A common stock as of October 31, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 13, 2023.

 1   

NAME OF REPORTING PERSON

 

SC U.S. GROWTH VI MANAGEMENT, L.P. (“SC U.S. GROWTH VI MANAGEMENT”)

 2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐  (b) ☐

 

 3  

SEC USE ONLY

 

 4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

CAYMAN ISLANDS

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

    5   

SOLE VOTING POWER

 

0

   6  

SHARED VOTING POWER

 

5,052,219 shares, of which 4,744,206 shares are directly owned by SEQUOIA CAPITAL U.S. GROWTH FUND VI and 308,013 shares are directly owned by SEQUOIA CAPITAL U.S. GROWTH PRINCIPALS VI FUND. The General Partner of each of SEQUOIA CAPITAL U.S. GROWTH FUND VI and SEQUOIA CAPITAL U.S. GROWTH PRINCIPALS VI FUND is SC U.S. GROWTH VI MANAGEMENT.

   7  

SOLE DISPOSITIVE POWER

 

0

   8  

SHARED DISPOSITIVE POWER

 

5,052,219 shares, of which 4,744,206 shares are directly owned by SEQUOIA CAPITAL U.S. GROWTH FUND VI and 308,013 shares are directly owned by SEQUOIA CAPITAL U.S. GROWTH PRINCIPALS VI FUND. The General Partner of each of SEQUOIA CAPITAL U.S. GROWTH FUND VI and SEQUOIA CAPITAL U.S. GROWTH PRINCIPALS VI FUND is SC U.S. GROWTH VI MANAGEMENT.

 9   

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,052,219

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

☐

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

1.8%1

12  

TYPE OF REPORTING PERSON

 

PN

 

1

Based on a total of 280,215,950 shares of Class A common stock as of October 31, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 13, 2023.

 1   

NAME OF REPORTING PERSON

 

SC GLOBAL GROWTH II MANAGEMENT, L.P. (“SC GLOBAL GROWTH II MANAGEMENT”)

 2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐  (b) ☐

 

 3  

SEC USE ONLY

 

 4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

CAYMAN ISLANDS

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

    5   

SOLE VOTING POWER

 

0

   6  

SHARED VOTING POWER

 

4,473,182 shares, of which 4,405,162 shares are directly owned by SEQUOIA CAPITAL GLOBAL GROWTH FUND II and 68,020 shares are directly owned by SEQUOIA CAPITAL GLOBAL GROWTH II PRINCIPALS FUND. The General Partner of each of SEQUOIA CAPITAL GLOBAL GROWTH FUND II and SEQUOIA CAPITAL GLOBAL GROWTH FUND II PRINCIPALS FUND is SC GLOBAL GROWTH II MANAGEMENT.

   7  

SOLE DISPOSITIVE POWER

 

0

   8  

SHARED DISPOSITIVE POWER

 

4,473,182 shares, of which 4,405,162 shares are directly owned by SEQUOIA CAPITAL GLOBAL GROWTH FUND II and 68,020 shares are directly owned by SEQUOIA CAPITAL GLOBAL GROWTH II PRINCIPALS FUND. The General Partner of each of SEQUOIA CAPITAL GLOBAL GROWTH FUND II and SEQUOIA CAPITAL GLOBAL GROWTH FUND II PRINCIPALS FUND is SC GLOBAL GROWTH II MANAGEMENT.

 9   

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,473,182

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

☐

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

1.6%1

12  

TYPE OF REPORTING PERSON

 

PN

 

1

Based on a total of 280,215,950 shares of Class A common stock as of October 31, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 13, 2023.

 1   

NAME OF REPORTING PERSON

 

SCGGF III – U.S./INDIA MANAGEMENT, L.P. (“SCGGF III – U.S./INDIA MANAGEMENT”)

 2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐  (b) ☐

 

 3  

SEC USE ONLY

 

 4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

CAYMAN ISLANDS

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

    5   

SOLE VOTING POWER

 

0

   6  

SHARED VOTING POWER

 

1,217,532

   7  

SOLE DISPOSITIVE POWER

 

0

   8  

SHARED DISPOSITIVE POWER

 

1,217,532

 9   

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,217,532

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

☐

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0.4%1

12  

TYPE OF REPORTING PERSON

 

PN

 

1

Based on a total of 280,215,950 shares of Class A common stock as of October 31, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 13, 2023.

 1   

NAME OF REPORTING PERSON

 

SC U.S. GROWTH VII MANAGEMENT, L.P. (“SC U.S. GROWTH VII MANAGEMENT”)

 2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐  (b) ☐

 

 3  

SEC USE ONLY

 

 4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

CAYMAN ISLANDS

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

    5   

SOLE VOTING POWER

 

0

   6  

SHARED VOTING POWER

 

1,939,711 shares, of which 1,774,756 shares are directly owned by SEQUOIA CAPITAL U.S. GROWTH FUND VII and 164,955 shares are directly owned by SEQUOIA CAPITAL U.S. GROWTH VII PRINCIPALS FUND. The General Partner of each of SEQUOIA CAPITAL U.S. GROWTH FUND VII and SEQUOIA CAPITAL U.S. GROWTH VII PRINCIPALS FUND is SC U.S. GROWTH VII MANAGEMENT.

   7  

SOLE DISPOSITIVE POWER

 

0

   8  

SHARED DISPOSITIVE POWER

 

1,939,711 shares, of which 1,774,756 shares are directly owned by SEQUOIA CAPITAL U.S. GROWTH FUND VII and 164,955 shares are directly owned by SEQUOIA CAPITAL U.S. GROWTH VII PRINCIPALS FUND. The General Partner of each of SEQUOIA CAPITAL U.S. GROWTH FUND VII and SEQUOIA CAPITAL U.S. GROWTH VII PRINCIPALS FUND is SC U.S. GROWTH VII MANAGEMENT.

 9   

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,939,711

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

☐

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0.7%1

12  

TYPE OF REPORTING PERSON

 

PN

 

1

Based on a total of 280,215,950 shares of Class A common stock as of October 31, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 13, 2023.

 1   

NAME OF REPORTING PERSON

 

SEQUOIA CAPITAL GLOBAL GROWTH FUND III – ENDURANCE PARTNERS MANAGEMENT, L.P. (“SC GGF III MGMT”)

 2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐  (b) ☐

 

 3  

SEC USE ONLY

 

 4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

CAYMAN ISLANDS

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

    5   

SOLE VOTING POWER

 

0

   6  

SHARED VOTING POWER

 

351,374 shares, of which 351,374 shares are directly owned by SC GGF III. The general partner of SC GGF III is SC GGF III MGMT.

   7  

SOLE DISPOSITIVE POWER

 

0

   8  

SHARED DISPOSITIVE POWER

 

351,374 shares, of which 351,374 shares are directly owned by SC GGF III. The general partner of SC GGF III is SC GGF III MGMT.

 9   

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

351,374

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

☐

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0.1%1

12  

TYPE OF REPORTING PERSON

 

PN

 

1

Based on a total of 280,215,950 shares of Class A common stock as of October 31, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 13, 2023.

 1   

NAME OF REPORTING PERSON

 

SC US (TTGP), LTD. (“SC US (TTGP)”)

 2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐  (b) ☐

 

 3  

SEC USE ONLY

 

 4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

CAYMAN ISLANDS

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

    5   

SOLE VOTING POWER

 

0

   6  

SHARED VOTING POWER

 

39,760,537 shares, of which 25,726,519 shares are directly owned by SEQUOIA CAPITAL USV XIV HOLDCO, 4,744,206 shares are directly owned by SEQUOIA CAPITAL U.S. GROWTH FUND VI, 308,013 shares are directly owned by SEQUOIA CAPITAL U.S. GROWTH PRINCIPALS VI FUND, 592,842 shares are directly owned by SEQUOIA CAPITAL GLOBAL GROWTH FUND, 21,500 shares are directly owned by SEQUOIA CAPITAL GLOBAL GROWTH PRINCIPALS FUND, 4,405,162 shares are directly owned by SEQUOIA CAPITAL GLOBAL GROWTH FUND II, 68,020 shares are directly owned by SEQUOIA CAPITAL GLOBAL GROWTH II PRINCIPALS FUND, 1,217,532 shares are directly owned by SCGGF III – U.S./INDIA MANAGEMENT, 1,774,756 shares are directly owned by SEQUOIA CAPITAL U.S. GROWTH FUND VII 164,955 shares are directly owned by SEQUOIA CAPITAL U.S. GROWTH VII PRINCIPALS FUND, 351,374 shares are directly owned by SC GGF III and 1,000,000 shares are directly owned by SC US/E EXPANSION FUND I. SEQUOIA CAPITAL U.S. VENTURE FUND XIV, SEQUOIA CAPITAL U.S. VENTURE PARTNERS FUND XIV and SEQUOIA CAPITAL U.S. VENTURE PARTNERS FUND XIV (Q), together, own 100% of the outstanding shares of SEQUOIA CAPITAL USV XIV HOLDCO. The General Partner of each of SEQUOIA CAPITAL U.S. VENTURE FUND XIV, SEQUOIA CAPITAL U.S. VENTURE PARTNERS FUND XIV and SEQUOIA CAPITAL U.S. VENTURE PARTNERS FUND XIV (Q) is SC U.S. VENTURE XIV MANAGEMENT. The General Partner of each of SEQUOIA CAPITAL U.S. GROWTH FUND VI and SEQUOIA CAPITAL U.S. GROWTH PRINCIPALS VI FUND is SC U.S. GROWTH VI MANAGEMENT. The General Partner of each of SEQUOIA CAPITAL GLOBAL GROWTH FUND II and SEQUOIA CAPITAL GLOBAL GROWTH II PRINCIPALS FUND is SC GLOBAL GROWTH II MANAGEMENT. The General Partner of each of SEQUOIA CAPITAL U.S. GROWTH FUND VII and SEQUOIA CAPITAL U.S. GROWTH VII PIRNCIPALS FUND is SC U.S. GROWTH VII MANAGEMENT. The general partner of SC GGF III is SC GGF III MGMT. The general partner of SC US/E EXPANSION FUND I is SC US/E EXPANSION FUND I MGMT. SC US TTGP is the General Partner of SC U.S. VENTURE XIV MANAGEMENT, SC U.S. GROWTH VI MANAGEMENT, SC GLOBAL GROWTH II MANAGEMENT, SCGGF III- U.S./INDIA MANAGEMENT, SC U.S. GROWTH VII MANAGEMENT, SC GGF III MGMT and SC US/E EXPANSION FUND I MGMT.

   7  

SOLE DISPOSITIVE POWER

 

0

   8  

SHARED DISPOSITIVE POWER

 

39,760,537 shares, of which 25,726,519 shares are directly owned by SEQUOIA CAPITAL USV XIV HOLDCO, 4,744,206 shares are directly owned by SEQUOIA CAPITAL U.S. GROWTH FUND VI, 308,013 shares are directly owned by SEQUOIA CAPITAL U.S. GROWTH PRINCIPALS VI FUND, 592,842 shares are directly owned by SEQUOIA CAPITAL GLOBAL GROWTH FUND, 21,500 shares are directly owned by SEQUOIA CAPITAL GLOBAL GROWTH PRINCIPALS FUND, 4,405,162 shares are directly owned by SEQUOIA CAPITAL GLOBAL GROWTH FUND II, 68,020 shares are directly owned by SEQUOIA CAPITAL GLOBAL GROWTH II PRINCIPALS FUND, 1,217,532 shares are directly owned by SCGGF III – U.S./INDIA MANAGEMENT, 1,774,756 shares are directly owned by SEQUOIA CAPITAL U.S. GROWTH FUND VII 164,955 shares are directly owned by SEQUOIA CAPITAL U.S. GROWTH VII PRINCIPALS FUND, 351,374 shares are directly owned by SC GGF III and 1,000,000 shares are directly owned by SC US/E EXPANSION FUND I. SEQUOIA CAPITAL U.S. VENTURE FUND XIV, SEQUOIA CAPITAL U.S. VENTURE PARTNERS FUND XIV and SEQUOIA CAPITAL U.S. VENTURE PARTNERS FUND XIV (Q), together, own 100% of the outstanding shares of SEQUOIA CAPITAL USV XIV HOLDCO. The General Partner of each of SEQUOIA CAPITAL U.S. VENTURE FUND XIV, SEQUOIA CAPITAL U.S. VENTURE PARTNERS FUND XIV and SEQUOIA CAPITAL U.S. VENTURE PARTNERS FUND XIV (Q) is SC U.S. VENTURE XIV MANAGEMENT. The General Partner of each of SEQUOIA CAPITAL U.S. GROWTH FUND VI and SEQUOIA CAPITAL U.S. GROWTH PRINCIPALS VI FUND is SC U.S. GROWTH VI MANAGEMENT. The General Partner of each of SEQUOIA CAPITAL GLOBAL GROWTH FUND II and SEQUOIA CAPITAL GLOBAL GROWTH II PRINCIPALS FUND is SC GLOBAL GROWTH II MANAGEMENT. The General Partner of each of SEQUOIA CAPITAL U.S. GROWTH FUND VII and SEQUOIA CAPITAL U.S. GROWTH VII PIRNCIPALS FUND is SC U.S. GROWTH VII MANAGEMENT. The general partner of SC GGF III is SC GGF III MGMT. The general partner of SC US/E EXPANSION FUND I is SC US/E EXPANSION FUND I MGMT. SC US TTGP is the General Partner of SC U.S. VENTURE XIV MANAGEMENT, SC U.S. GROWTH VI MANAGEMENT, SC GLOBAL GROWTH II MANAGEMENT, SCGGF III- U.S./INDIA MANAGEMENT, SC U.S. GROWTH VII MANAGEMENT, SC GGF III MGMT and SC US/E EXPANSION FUND I MGMT.

 9   

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

39,760,537

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

☐

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

14.2%1

12  

TYPE OF REPORTING PERSON

 

OO

 

1

Based on a total of 280,215,950 shares of Class A common stock as of October 31, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 13, 2023.

 1   

NAME OF REPORTING PERSON

 

DOUGLAS LEONE (“DL”)

 2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐  (b) ☐

 

 3  

SEC USE ONLY

 

 4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

USA

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

    5   

SOLE VOTING POWER

 

0

   6  

SHARED VOTING POWER

 

6,042,088, of which 4,405,162 shares are directly owned by SEQUOIA CAPITAL GLOBAL GROWTH FUND II, 68,020 shares are directly owned by SEQUOIA CAPITAL GLOBAL GROWTH II PRINCIPALS FUND, 1,217,532 shares are directly owned by SCGGF III – U.S./I NDIA MANAGEMENT and 351,374 shares are directly owned by SCGGF III. The General Partner of each of SEQUOIA CAPITAL GLOBAL GROWTH FUND II and SEQUOIA CAPITAL GLOBAL II PRINCIPALS FUND is SC GLOBAL GROWTH II MANAGEMENT. The General Partner of SC GGF III is SC GGF III MGMT. The General Partner of each of SC GLOBAL GROWTH II MANAGEMENT, SCGGF III – U.S./INDIA MANAGEMENT and SC GGF III MGMT. is SC US (TTGP). The directors and stockholders of SC US (TTGP) who exercise voting and investment discretion with respect to the shares held by SEQUOIA CAPITAL GLOBAL GROWTH FUND II, SEQUOIA CAPITAL GLOBAL GROWTH II PRINCIPALS FUND, SCGGF III – U.S./INDIA MANAGEMENT and SC GGF III MGMT. are Messrs. DL and RB.

   7  

SOLE DISPOSITIVE POWER

 

0

   8  

SHARED DISPOSITIVE POWER

 

6,042,088, of which 4,405,162 shares are directly owned by SEQUOIA CAPITAL GLOBAL GROWTH FUND II, 68,020 shares are directly owned by SEQUOIA CAPITAL GLOBAL GROWTH II PRINCIPALS FUND, 1,217,532 shares are directly owned by SCGGF III – U.S./INDIA MANAGEMENT and 351,374 shares are directly owned by SCGGF III. The General Partner of each of SEQUOIA CAPITAL GLOBAL GROWTH FUND II and SEQUOIA CAPITAL GLOBAL II PRINCIPALS FUND is SC GLOBAL GROWTH II MANAGEMENT. The General Partner of SC GGF III is SC GGF III MGMT. The General Partner of each of SC GLOBAL GROWTH II MANAGEMENT, SCGGF III – U.S./INDIA MANAGEMENT and SC GGF III MGMT. is SC US (TTGP). The directors and stockholders of SC US (TTGP) who exercise voting and investment discretion with respect to the shares held by SEQUOIA CAPITAL GLOBAL GROWTH FUND II, SEQUOIA CAPITAL GLOBAL GROWTH II PRINCIPALS FUND, SCGGF III – U.S./INDIA MANAGEMENT and SC GGF III MGMT. are Messrs. DL and RB.

 9   

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

☐

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

2.2%1

12  

TYPE OF REPORTING PERSON

 

IN

 

1

Based on a total of 280,215,950 shares of Class A common stock as of October 31, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 13, 2023.

 1   

NAME OF REPORTING PERSON

 

ROELOF BOTHA (“RB”)

 2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐  (b) ☐

 

 3  

SEC USE ONLY

 

 4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

USA

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

    5   

SOLE VOTING POWER

 

0

   6  

SHARED VOTING POWER

 

6,042,088, of which 4,405,162 shares are directly owned by SEQUOIA CAPITAL GLOBAL GROWTH FUND II, 68,020 shares are directly owned by SEQUOIA CAPITAL GLOBAL GROWTH II PRINCIPALS FUND , 1,217,532 shares are directly owned by SCGGF III – U.S./INDIA MANAGEMENT and 351,374 shares are directly owned by SCGGF III. The General Partner of each of SEQUOIA CAPITAL GLOBAL GROWTH FUND II and SEQUOIA CAPITAL GLOBAL II PRINCIPALS FUND is SC GLOBAL GROWTH II MANAGEMENT. The General Partner of SC GGF III is SC GGF III MGMT. The General Partner of each of SC GLOBAL GROWTH II MANAGEMENT, SCGGF III – U.S./INDIA MANAGEMENT and SC GGF III MGMT is SC US (TTGP). The directors and stockholders of SC US (TTGP) who exercise voting and investment discretion with respect to the shares held by SEQUOIA CAPITAL GLOBAL GROWTH FUND II, SEQUOIA CAPITAL GLOBAL GROWTH II PRINCIPALS FUND, SCGGF III – U.S./INDIA MANAGEMENT and SC GGF III MGMT are Messrs. DL and RB.

   7  

SOLE DISPOSITIVE POWER

 

0

   8  

SHARED DISPOSITIVE POWER

 

6,042,088, of which 4,405,162 shares are directly owned by SEQUOIA CAPITAL GLOBAL GROWTH FUND II, 68,020 shares are directly owned by SEQUOIA CAPITAL GLOBAL GROWTH II PRINCIPALS FUND , 1,217,532 shares are directly owned by SCGGF III – U.S./INDIA MANAGEMENT and 351,374 shares are directly owned by SCGGF III. The General Partner of each of SEQUOIA CAPITAL GLOBAL GROWTH FUND II and SEQUOIA CAPITAL GLOBAL II PRINCIPALS FUND is SC GLOBAL GROWTH II MANAGEMENT. The General Partner of SC GGF III is SC GGF III MGMT. The General Partner of each of SC GLOBAL GROWTH II MANAGEMENT, SCGGF III – U.S./INDIA MANAGEMENT and SC GGF III MGMT is SC US (TTGP). The directors and stockholders of SC US (TTGP) who exercise voting and investment discretion with respect to the shares held by SEQUOIA CAPITAL GLOBAL GROWTH FUND II, SEQUOIA CAPITAL GLOBAL GROWTH II PRINCIPALS FUND, SCGGF III – U.S./INDIA MANAGEMENT and SC GGF III MGMT are Messrs. DL and RB.

 9   

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

☐

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

2.2%1

12  

TYPE OF REPORTING PERSON

 

IN

 

1

Based on a total of 280,215,950 shares of Class A common stock as of October 31, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 13, 2023.

ITEM 1.

(a) Name of Issuer:

Maplebear Inc.

(b) Address of Issuer’s Principal Executive Offices:

50 Beale Street, Suite 600

San Francisco, California 94105

 

ITEM 2.

(a) Name of Persons Filing:

Sequoia Capital USV XIV Holdco, Ltd.

Sequoia Capital U.S. Growth Fund VI, L.P.

Sequoia Capital U.S. Growth Principals VI Fund, L.P. Sequoia Capital Global Growth Fund II, L.P.

Sequoia Capital Global Growth II Principals Fund, L.P.

Sequoia Capital U.S. Growth Fund VII, L.P.

Sequoia Capital U.S. Growth VII Principals Fund, L.P.

Sequoia Capital Global Growth Fund III – Endurance Partners, L.P.

Sequoia Capital US/E Expansion Fund I, L.P.

Sequoia Capital US/E Expansion Fund I Management, L.P.

Sequoia Capital U.S. Venture Fund XIV, L.P

Sequoia Capital U.S. Venture Partners Fund XIV, L.P.

Sequoia Capital U.S. Venture Partners Fund XIV (Q), L.P.

SC U.S. Venture XIV Management, L.P.

SC U.S. Growth VI Management, L.P.

SC Global Growth II Management, L.P.

SCGGF III – U.S./India Management, L.P.

SC U.S. Growth VII Management, L.P.

Sequoia Capital Global Growth Fund III – Endurance Partners Management, L.P.

SC US (TTGP), Ltd.

Douglas Leone

Roelof Botha

SEQUOIA CAPITAL U.S. VENTURE FUND XIV, SEQUOIA CAPITAL U.S. VENTURE PARTNERS FUND XIV and SEQUOIA CAPITAL U.S. VENTURE PARTNERS FUND XIV (Q), together, own 100% of the outstanding shares of SEQUOIA CAPITAL USV XIV HOLDCO. The General Partner of each of SEQUOIA CAPITAL U.S. VENTURE FUND XIV, SEQUOIA CAPITAL U.S. VENTURE PARTNERS FUND XIV and SEQUOIA CAPITAL U.S. VENTURE PARTNERS FUND XIV (Q) is SC U.S. VENTURE XIV MANAGEMENT. The General Partner of SC U.S. VENTURE XIV MANAGEMENT is SC US (TTGP).

The General Partner of SEQUOIA CAPITAL U.S. GROWTH FUND VI and SEQUOIA CAPITAL U.S. GROWTH VI PRINCIPALS FUND is SC U.S. GROWTH VI MANAGEMENT. The General Partner of SC U.S. GROWTH VI MANAGEMENT is SC US (TTGP).

The General Partner of SEQUOIA CAPITAL GLOBAL GROWTH FUND II and SEQUOIA CAPITAL GLOBAL GROWTH II PRINCIPALS FUND is SC GLOBAL GROWTH II MANAGEMENT. The General Partner of SC GLOBAL GROWTH II MANAGEMENT is SC US (TTGP). The directors and stockholders of SC US (TTGP) who exercise voting and investment discretion with respect to the shares held by SEQUOIA CAPITAL GLOBAL GROWTH FUND II and SEQUOIA CAPITAL GLOBAL GROWTH II PRINCIPALS FUND are Messrs. DL and RB.

The General Partner of SCGGF III – U.S./INDIA MANAGEMENT is SC US (TTGP). The directors and stockholders of SC US (TTGP) who exercise voting and investment discretion with respect to the shares held by SCGGF III – U.S./INDIA MANAGEMENT are Messrs. DL and RB.

The General Partner of SEQUOIA CAPITAL U.S. GROWTH FUND VII and SEQUOIA CAPITAL U.S. GROWTH VII PRINCIPALS FUND is SC U.S. GROWTH VII MANAGEMENT. The General Partner of SC U.S. GROWTH VII MANAGEMENT is SC US (TTGP).

The General Partner of SC GGF III is SC GGF III MGMT. The General Partner of SC GGF III MGMT is SC US (TTGP). The directors and stockholders of SC US (TTGP) who exercise voting and investment discretion with respect to the shares held by SC GGF III MGMT are Messrs. DL and RB.

The General Partner of SC US/E EXPANSION FUND I is SC US/E EXPANSION FUND I MGMT. The General Partner of SC US/E EXPANSION FUND I MGMT is SC US (TTGP).

(b) Address of Principal Business Office or, if none, Residence:

2800 Sand Hill Road, Suite 101

Menlo Park, CA 94025

(c) Citizenship:

SEQUOIA CAPITAL USV XIV HOLDCO, SEQUOIA CAPITAL U.S. GROWTH FUND VI, SEQUOIA CAPITAL U.S. GROWTH PRINCIPALS VI FUND, SEQUOIA CAPITAL GLOBAL GROWTH FUND II, SEQUOIA CAPITAL GLOBAL GROWTH II PRINCIPALS FUND, SEQUOIA CAPITAL U.S. GROWTH FUND VII, SEQUOIA CAPITAL U.S. GROWTH VII PRINCIPALS FUND, SC GGF III, SC US/E EXPANSION FUND I, SC US/E EXPANSION FUND I MGMT, SEQUOIA CAPITAL U.S. VENTURE FUND XIV, SEQUOIA CAPITAL U.S. VENTURE PARTNERS FUND XIV, SEQUOIA CAPITAL U.S. VENTURE PARTNERS FUND XIV (Q), SC U.S. VENTURE XIV MANAGEMENT, SC U.S. GROWTH VI MANAGEMENT, SC GLOBAL GROWTH II MANAGEMENT, SCGGF III – U.S./INDIA MANAGEMENT, SC U.S. GROWTH VII MANAGEMENT, SC GGF III MGMT, SC US (TTGP): Cayman Islands

DL, RB: USA

(d) CUSIP No.: 565394103

 

ITEM 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

NOT APPLICABLE

 

ITEM 4.

OWNERSHIP

SEE ROWS 5 THROUGH 11 OF COVER PAGES

 

ITEM 5.

OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.

ITEM 6.

OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON

NOT APPLICABLE

 

ITEM 7.

IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.

NOT APPLICABLE

 

ITEM 8.

IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

NOT APPLICABLE

 

ITEM 9.

NOTICE OF DISSOLUTION OF GROUP.

NOT APPLICABLE

 

ITEM 10.

CERTIFICATION

NOT APPLICABLE

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: February 14, 2024

 

Sequoia Capital USV XIV Holdco, Ltd.
By:   Sequoia Capital U.S. Venture Fund XIV, L.P.
  Sequoia Capital U.S. Venture Partners Fund XIV, L.P.
  Sequoia Capital U.S. Venture Partners Fund XIV (Q), L.P.
  its Members
By:   SC U.S. Venture XIV Management, L.P.
  the General Partner of each Member
By:   SC US (TTGP), Ltd.
  its General Partner
By:  

/s/ Roelof Botha

  Roelof Botha, Authorized Signatory
Sequoia Capital U.S. Growth Fund VI, L.P.
By:   SC U.S. Growth VI Management, L.P.
  its General Partner
By:   SC US (TTGP), Ltd.
  its General Partner
By:  

/s/ Roelof Botha

  Roelof Botha, Authorized Signatory
Sequoia Capital U.S. Growth Principals VI Fund, L.P.
By:   SC U.S. Growth VI Management, L.P.
  its General Partner
By:   SC US (TTGP), Ltd.
  its General Partner
By:  

/s/ Roelof Botha

  Roelof Botha, Authorized Signatory

Sequoia Capital Global Growth Fund II, L.P.
By:  

SC Global Growth II Management, L.P.

its General Partner

By:  

SC US (TTGP), Ltd.

its General Partner

By:  

/s/ Roelof Botha

  Roelof Botha, Authorized Signatory
Sequoia Capital Global Growth II Principals Fund, L.P.
By:   SC Global Growth II Management, L.P.
  its General Partner
By:   SC US (TTGP), Ltd.
  its General Partner
By:  

/s/ Roelof Botha

  Roelof Botha, Authorized Signatory
Sequoia Capital U.S. Growth Fund VII, L.P.
By:  

SC U.S. Growth VII Management, L.P.

its General Partner

By:  

SC US (TTGP), Ltd.

its General Partner

By:  

/s/ Roelof Botha

  Roelof Botha, Authorized Signatory
Sequoia Capital U.S. Growth VII Principals Fund, L.P.
By:   SC U.S. Growth VII Management, L.P.
  its General Partner
By:  

SC US (TTGP), Ltd.

its General Partner

By:  

/s/ Roelof Botha

  Roelof Botha, Authorized Signatory
Sequoia Capital Global Growth Fund III - Endurance Partners, L.P.
By:  

Sequoia Capital Global Growth Fund III – Endurance Partners Management, L.P.

its Manager

By:  

SC US (TTGP), Ltd.

its General Partner

/s/ Roelof Botha

Roelof Botha, Authorized Signatory
Sequoia Capital US/E Expansion Fund I, L.P.
By:  

Sequoia Capital US/E Expansion Fund I, L.P. Management, L.P.

its General Partner

By:  

SC US (TTGP), Ltd.

its General Partner

/s/ Roelof Botha

Roelof Botha, Authorized Signatory

Sequoia Capital US/E Expansion Fund I, L.P. Management, L.P.
By:   SC US (TTGP), Ltd.
  its General Partner
By:  

/s/ Roelof Botha

  Roelof Botha, Authorized Signatory
Sequoia Capital U.S. Venture Fund XIV, L.P.
By:   SC U.S. Venture XIV Management, L.P.
  its General Partner
By:   SC US (TTGP), Ltd.
  its General Partner
By:  

/s/ Roelof Botha

  Roelof Botha, Authorized Signatory

Sequoia Capital U.S. Venture Partners Fund XIV, L.P.
By:   SC U.S. Venture XIV Management, L.P.
  its General Partner
By:   SC US (TTGP), Ltd.
  its General Partner
By:  

/s/ Roelof Botha

  Roelof Botha, Authorized Signatory
Sequoia Capital U.S. Venture Partners Fund XIV (Q), L.P.
By:   SC U.S. Venture XIV Management, L.P.
  its General Partner
By:   SC US (TTGP), Ltd.
  its General Partner
By:  

/s/ Roelof Botha

  Roelof Botha, Authorized Signatory
SC U.S. Venture XIV Management, L.P.
By:   SC US (TTGP), Ltd.
  its General Partner
By:  

/s/ Roelof Botha

  Roelof Botha, Authorized Signatory
SC U.S. Growth VI Management, L.P.
By:   SC US (TTGP), Ltd.
  its General Partner
By:  

/s/ Roelof Botha

  Roelof Botha, Authorized Signatory
SC Global Growth II Management, L.P.
By:   SC US (TTGP), Ltd.
  its General Partner
By:  

/s/ Roelof Botha

  Roelof Botha, Authorized Signatory

SCGGF III – U.S./India Management, L.P.
By:   SC US (TTGP), Ltd.
  its General Partner
By:  

/s/ Roelof Botha

  Roelof Botha, Authorized Signatory
SC U.S. Growth VII Management, L.P.
By:   SC US (TTGP), Ltd.
  its General Partner
By:  

/s/ Roelof Botha

  Roelof Botha, Authorized Signatory
Sequoia Capital Global Growth Fund III – Endurance Partners Management, L.P.
By:  

Sequoia Capital Global Growth Fund III – Endurance Partners Management, L.P.

its General Partner

By:  

SC US (TTGP), Ltd.

its General Partner

/s/ Roelof Botha

Roelof Botha, Authorized Signatory
SC US (TTGP), Ltd.
By:  

/s/ Roelof Botha

  Roelof Botha, Authorized Signatory
Douglas Leone
By:  

/s/ Douglas Leone

  Douglas Leone
Roelof Botha
By:  

/s/ Roelof Botha