Instacart - Maplebear Inc.

11/21/2024 | Press release | Distributed by Public on 11/21/2024 17:36

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 *
Gupta Ravi
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)
50 BEALE STREET, SUITE 600
3. Date of Earliest Transaction (Month/Day/Year)
11/19/2024
(Street)
SAN FRANCISCO, CA 94105
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
Common Stock 11/19/2024 J(1) 4,405,162 D $ 0 0 I Sequoia Capital Global Growth Fund II, L.P.(2)(3)
Common Stock 11/19/2024 J(1) 68,020 D $ 0 0 I Sequoia Capital Global Growth II Principals Fund, L.P.(2)(3)
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)
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)
Common Stock 11/19/2024 J(1) 1,837,391 D $ 0 84,108 I Sequoia Grove II, LLC(4)
Common Stock 11/19/2024 J(1) 12,796 D $ 0 1,389 I Sequoia Grove UK, L.P.(4)
Common Stock 11/19/2024 J(1) 12,796 A $ 0 12,796 I Estate Planning Vehicle
Common Stock 20,211,724 I Sequoia Capital Fund, LP(5)
Common Stock 3,108,968 I Sequoia Capital Fund Parallel, LLC(5)
Common Stock 2,150,331 I SC US/E Expansion Fund I Management, L.P.(2)(3)
Common Stock 351,374 I Sequoia Capital Global Growth Fund III - Endurance Partners, L.P.(2)(3)
Common Stock 1,217,532 I SCGGF III - U.S./India Management, L.P.(2)(3)
Common Stock 1,000,000 I Sequoia Capital US/E Expansion Fund I, L.P.(2)(3)
Common Stock 920,556 D
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
Gupta Ravi
50 BEALE STREET
SUITE 600
SAN FRANCISCO, CA 94105
X X

Signatures

By: /s/ Jung Yeon Son, by power of attorney for Ravi Gupta 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) The Reporting Person is a 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., 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
(3) (Continue from Footnote 2) (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. As a result, the Reporting Person may be deemed to share beneficial ownership of the shares held by the GF VII Funds, the GGF II Funds, GGF III, GGF III US IND MGMT and the EXP I Funds. The Reporting Person disclaims beneficial ownership of the securities included in this report, 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.
(4) The Reporting Person is a member of Sequoia Grove II, LLC and a partner of Sequoia Grove UK, L.P. The Reporting Person disclaims beneficial ownership of the securities included in this report 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.
(5) The Reporting Person is a stockholder of SC US (TTGP), Ltd. 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, the Reporting Person may be deemed to share beneficial ownership with respect to the shares held by SCF and SCFP. The Reporting Person disclaims beneficial ownership of the shares held by SCF and SCFP 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.
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.