Sec Form 4 Filing - Sundheim Daniel S. @ Maplebear Inc. - 2023-09-18

Insider filing report for Changes in Beneficial Ownership
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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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Sundheim Daniel S.
2. Issuer Name and Ticker or Trading Symbol
Maplebear Inc. [ CART]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O D1 CAPITAL PARTNERS L.P., 9 WEST 57TH STREET, 36TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
09/18/2023
(Street)
NEW YORK, NY10019
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
Non-Voting Common Stock ( 1 ) 09/18/2023 A 14,283 ( 2 ) A $ 0 14,283 D ( 3 ) ( 4 )
Common Stock 1,928,477 I See footnotes ( 4 ) ( 5 )
Non-Voting Common Stock ( 1 ) 100,747 I See footnotes ( 4 ) ( 5 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Sundheim Daniel S.
C/O D1 CAPITAL PARTNERS L.P.
9 WEST 57TH STREET, 36TH FLOOR
NEW YORK, NY10019
X X
D1 Capital Partners L.P.
9 WEST 57TH STREET
36TH FLOOR
NEW YORK, NY10019
X See Remarks
Signatures
/s/ Daniel S. Sundheim 09/20/2023
Signature of Reporting Person Date
D1 Capital Partners, L.P., by /s/ Amanda Hector, General Counsel and Chief Compliance Officer 09/20/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )All outstanding shares of non-voting common stock and shares of non-voting common stock underlying outstanding equity securities will convert into an equivalent number of shares of the Issuer's common stock immediately prior tothe closing of the Issuer's initial public offering.
( 2 )Consists of previously granted restricted stock units ("RSUs") received by Daniel Sundheim ("Mr.Sundheim") for which the liquidity event-based vesting condition was satisfied upon the effectiveness of the registration statement on Form S-1 filed by the Issuer in connection with the Issuer's initial public offering. Certain of the RSUs remain subject to service-based vesting conditions.
( 3 )Mr. Sundheim may be deemed to hold the securities reported herein for the benefit of certain funds and accounts (collectively, the "Holders") to which D1 Capital Partners L.P. (the "Investment Manager") serves as the investment manager or investment consultant.
( 4 )The filing of this statement should not be construed as an admission that any Reporting Person is, for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the beneficial owner of the securities reported except to the extent of his or its pecuniary interest therein.
( 5 )The securities reported herein are held by the Holders. Mr. Sundheim may be deemed to beneficially own the reported securities by virtue of the fact that Mr. Sundheim indirectly controls the Investment Manager.

Remarks:
The Investment Manager may be deemed to be a director by deputization for purposes of Section 16 under the Securities Exchange Act of 1934 by virtue of the fact that Mr. Sundheim currently serves on the board of directors of the Issuer.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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