Instacart - Maplebear Inc.

11/21/2024 | Press release | Distributed by Public on 11/21/2024 17:37

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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 *
SC US (TTGP), LTD.
2. Issuer Name and Ticker or Trading Symbol
Maplebear Inc. [CART]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
2800 SAND HILL ROAD, SUITE 101
3. Date of Earliest Transaction (Month/Day/Year)
11/19/2024
(Street)
MENLO PARK, CA 94025
4. If Amendment, Date Original Filed (Month/Day/Year)
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 (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
Common Stock 11/19/2024 J(1) 4,405,162 D $ 0 0 I Sequoia Capital Global Growth Fund II, L.P.(2)(3)(4)
Common Stock 11/19/2024 J(1) 68,020 D $ 0 0 I Sequoia Capital Global Growth II Principals Fund, L.P.(2)(3)(4)
Common Stock 11/19/2024 J(1) 1,774,756 D $ 0 0 I Sequoia Capital U.S. Growth Fund VII, L.P.(2)(3)(4)
Common Stock 11/19/2024 J(1) 164,955 D $ 0 0 I Sequoia Capital U.S. Growth VII Principals Fund, L.P.(2)(3)(4)
Common Stock 11/19/2024 J(1) 1,837,391 D $ 0 84,108 I Sequoia Grove II, LLC(5)
Common Stock 11/19/2024 J(1) 12,796 D $ 0 1,389 I Sequoia Grove UK, L.P.(5)
Common Stock 20,211,724 I Sequoia Capital Fund, LP(6)
Common Stock 3,108,968 I Sequoia Capital Fund Parallel, LLC(6)
Common Stock 2,150,331 I SC US/E Expansion Fund I Management, L.P.(2)(3)(4)
Common Stock 351,374 I Sequoia Capital Global Growth Fund III - Endurance Partners, L.P.(2)(3)(4)
Common Stock 1,000,000 I Sequoia Capital US/E Expansion Fund I, L.P.(2)(3)(4)
Common Stock 1,217,532 I SCGGF III - U.S./India Management, L.P.(2)(3)(4)
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 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
SC US (TTGP), LTD.
2800 SAND HILL ROAD, SUITE 101
MENLO PARK, CA 94025
X
SEQUOIA CAPITAL GLOBAL GROWTH FUND II, L.P.
2800 SAND HILL ROAD, SUITE 101
MENLO PARK, CA 94025
X
SEQUOIA CAPITAL GLOBAL GROWTH II PRINCIPALS FUND, L.P.
2800 SAND HILL ROAD, SUITE 101
MENLO PARK, CA 94025
X
SC Global Growth II Management, L.P.
2800 SAND HILL ROAD, SUITE 101
MENLO PARK, CA 94025
X
SCGGF III - U.S./India Management, L.P.
2800 SAND HILL ROAD, SUITE 101
MENLO PARK, CA 94025
X
Sequoia Capital Global Growth Fund III - Endurance Partners, L.P.
2800 SAND HILL ROAD, SUITE 101
MENLO PARK, CA 94025
X
SCGGF III - Endurance Partners Management, L.P.
2800 SAND HILL ROAD, SUITE 101
MENLO PARK, CA 94025
X

Signatures

By: /s/ Jung Yeon Son, by power of attorney for Roelof Botha, a Director of SC US (TTGP), Ltd. 11/21/2024
**Signature of Reporting Person Date
By: /s/ Jung Yeon Son, by power of attorney for Roelof Botha, a Director of Sequoia Capital Global Growth II Management, L.P. 11/21/2024
**Signature of Reporting Person Date
By: /s/ Jung Yeon Son, by power of attorney for Roelof Botha, a Director of Sequoia Capital Global Growth II Management, L.P., the General Partner of Sequoia Capital Global Growth Fund II, L.P. 11/21/2024
**Signature of Reporting Person Date
By: /s/ Jung Yeon Son, by power of attorney for Roelof Botha, a Director of Sequoia Capital Global Growth II Management, L.P., the General Partner of Sequoia Capital Global Growth II Principals Fund, L.P. 11/21/2024
**Signature of Reporting Person Date
By: /s/ Jung Yeon Son, by power of attorney for Roelof Botha, a Director of SCGGF III - U.S./India Management, L.P. 11/21/2024
**Signature of Reporting Person Date
By: /s/ Jung Yeon Son, by power of attorney for Roelof Botha, a Director of SCGGF III - Endurance Partners Management, L.P 11/21/2024
**Signature of Reporting Person Date
By: /s/ Jung Yeon Son, by power of attorney for Roelof Botha, a Director of SCGGF III - Endurance Partners Management, L.P, the General Partner of Sequoia Capital Global Growth Fund III - Endurance Partners, L.P. 11/21/2024
**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) Represents a pro rata distribution of Common Stock of the Issuer to partners or members of the applicable distributing fund for no consideration and includes subsequent distributions by general partners or managing members to their respective partners or members.
(2) 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., or collectively, the GF VII Funds; (ii) the general partner of SC Global Growth II Management, L.P., which is the general partner of each of Sequoia Capital Global Growth Fund II, L.P. and Sequoia Capital Global Growth II Principals Fund, L.P., or collectively, the GGF II Funds; (iii) the general partner of SCGGF III - Endurance Partners Management, L.P., which is the general partner of Sequoia Capital Global Growth Fund III - Endurance Partners, L.P., or GGF III; (iv) the general partner of SCGGF III - U.S./India Management, L.P., or GGF III US IND MGMT; and (v) the general partner of SC US/E Expansion Fund I Management, L.P., which is the general partner of Sequoia Capital US/E Expansion Fund I, L.P., collectively, the EXP I Funds.
(3) (Continue from Footnote 2) As a result, SC US (TTGP), Ltd. may be deemed to share voting and dispositive power with respect to the shares held by the GF VII Funds, the GGF II Funds, GGF III, GGFIII US IND MGMT and the EXP I Funds. The directors and stockholders of SC US (TTGP), Ltd. who exercise voting and investment discretion with respect to the GGF II Funds, GGF III, and GGF III US IND MGMT are Douglas M. Leone and Roelof Botha. As a result, and by virtue of the relationships described in this paragraph, each such person may be deemed to share voting and dispositive power with respect to the shares held by the GGF II Funds, GGF III, and GGF III US IND MGMT.
(4) (Continue from Footnote 3) The directors and stockholders of SC US (TTGP), Ltd. who exercise voting and investment discretion with respect to the GGF II Funds, GGF III, and GGF III US IND MGMT are Douglas M. Leone and Roelof Botha. As a result, and by virtue of the relationships described in this paragraph, each such person may be deemed to share voting and dispositive power with respect to the shares held by the GGF II Funds, GGF III, and GGF III US INDMGMT. Each of the reporting persons disclaims beneficial ownership of the shares held by XIV Holdco, the GF VI Funds, the GF VII Funds, the GGF II Funds, GGF III, GGF III US IND MGMT and the EXP I Funds, as applicable, except to the extent of his or its 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.
(5) Sequoia Grove Manager, LLC is the manager of Sequoia Grove II, LLC and the general partner of Sequoia Grove UK, L.P. As a result, Sequoia Grove Manager, LLC may be deemed to share beneficial ownership with respect to the shares held by Sequoia Grove II, LLC and Sequoia Grove UK, L.P. Each of Sequoia Grove Manager, LLC, Sequoia Grove II, LLC and Sequoia Grove UK, L.P. disclaims beneficial ownership of the shares held by Sequoia Grove II, LLC or Sequoia Grove UK, L.P. except to the extent of its 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 purpose.
(6) SC US (TTGP), Ltd. is (i) the general partner of Sequoia Capital Fund Management, L.P., which is the general partner of Sequoia Capital Fund, LP (SCF) and the managing member of Sequoia Capital Fund Parallel, LLC (SCFP). As a result, SC US (TTGP), Ltd. may be deemed to share voting and dispositive power with respect to the shares held by SCF and SCFP. Each of SC US (TTGP), Ltd., SCF and SCFP disclaims beneficial ownership of the shares held by SCF or SCFP except to the extent of its 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.

Remarks:
Form 2 of 3
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.