1 |
|
NAMES
OF REPORTING PERSON(S)
NEA 14 GP, LTD
|
|
|
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
119,019,273 shares
|
|
7 |
|
SOLE
DISPOSITIVE POWER
0
|
|
8 |
|
SHARED
DISPOSITIVE POWER
119,019,273 shares
|
|
|
|
|
|
9 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
119,019,273 shares
|
|
|
10 |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
|
☐ |
11 |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
23.8%
|
|
|
12 |
|
TYPE
OF REPORTING PERSON
CO
|
|
|
CUSIP
No. 90114C107
|
13G |
Page
5 of 21 Pages |
1 |
|
NAMES
OF REPORTING PERSON(S)
NEA 15 Opportunity Fund, L.P.
|
|
|
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
119,019,273 shares
|
|
7 |
|
SOLE
DISPOSITIVE POWER
0
|
|
8 |
|
SHARED
DISPOSITIVE POWER
119,019,273 shares
|
|
|
|
|
|
9 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
119,019,273 shares
|
|
|
10 |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
|
☐ |
11 |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
23.8%
|
|
|
12 |
|
TYPE
OF REPORTING PERSON
PN
|
|
|
CUSIP
No. 90114C107
|
13G |
Page
6 of 21 Pages |
1 |
|
NAMES
OF REPORTING PERSON(S)
NEA
Partners 15-OF, L.P.
|
|
|
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
119,019,273 shares
|
|
7 |
|
SOLE
DISPOSITIVE POWER
0
|
|
8 |
|
SHARED
DISPOSITIVE POWER
119,019,273 shares
|
|
|
|
|
|
9 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
119,019,273 shares
|
|
|
10 |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
|
☐ |
11 |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
23.8%
|
|
|
12 |
|
TYPE
OF REPORTING PERSON
PN
|
|
|
CUSIP
No. 90114C107
|
13G |
Page
7 of 21 Pages |
1 |
|
NAMES
OF REPORTING PERSON(S)
NEA 15 GP, LLC
|
|
|
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
119,019,273
shares
|
|
7 |
|
SOLE
DISPOSITIVE POWER
0
|
|
8 |
|
SHARED
DISPOSITIVE POWER
119,019,273
shares
|
|
|
|
|
|
9 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
119,019,273 shares
|
|
|
10 |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
|
☐ |
11 |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
23.8%
|
|
|
12 |
|
TYPE
OF REPORTING PERSON
OO
|
|
|
CUSIP
No. 90114C107
|
13G |
Page
8 of 21 Pages |
1 |
|
NAMES
OF REPORTING PERSON(S)
Forest
Baskett
|
|
|
2 |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
☐
(b)
☐ |
3 |
|
SEC
USE ONLY
|
|
|
4 |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States
|
|
|
|
|
|
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH |
|
5 |
|
SOLE
VOTING POWER
0 shares
|
|
6 |
|
SHARED
VOTING POWER
119,019,273 shares
|
|
7 |
|
SOLE
DISPOSITIVE POWER
0 shares
|
|
8 |
|
SHARED
DISPOSITIVE POWER
119,019,273
shares
|
|
|
|
|
|
9 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
119,019,273 shares
|
|
|
10 |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
|
☐ |
11 |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
23.8%
|
|
|
12 |
|
TYPE
OF REPORTING PERSON
IN
|
|
|
CUSIP
No. 90114C107
|
13G |
Page
9 of 21 Pages |
1 |
|
NAMES
OF REPORTING PERSON(S)
Anthony A. Florence, Jr.
|
|
|
2 |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
☐
(b)
☐ |
3 |
|
SEC
USE ONLY
|
|
|
4 |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States
|
|
|
|
|
|
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH |
|
5 |
|
SOLE
VOTING POWER
0 shares
|
|
6 |
|
SHARED
VOTING POWER
119,019,273 shares
|
|
7 |
|
SOLE
DISPOSITIVE POWER
0 shares
|
|
8 |
|
SHARED
DISPOSITIVE POWER
119,019,273
shares
|
|
|
|
|
|
9 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
119,019,273 shares
|
|
|
10 |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
|
☐ |
11 |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
23.8%
|
|
|
12 |
|
TYPE
OF REPORTING PERSON
IN
|
|
|
CUSIP
No. 90114C107
|
13G |
Page
10 of 21 Pages |
1 |
|
NAMES
OF REPORTING PERSON(S)
Patrick J. Kerins
|
|
|
2 |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
☐
(b)
☐ |
3 |
|
SEC
USE ONLY
|
|
|
4 |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
|
|
|
|
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH |
|
5 |
|
SOLE
VOTING POWER
0
|
|
6 |
|
SHARED
VOTING POWER
108,051,445 shares
|
|
7 |
|
SOLE
DISPOSITIVE POWER
0
|
|
8 |
|
SHARED
DISPOSITIVE POWER
108,051,445 shares
|
|
|
|
|
|
9 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
108,051,445 shares
|
|
|
10 |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
|
☐ |
11 |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
21.4%
|
|
|
12 |
|
TYPE
OF REPORTING PERSON
IN
|
|
|
CUSIP
No. 90114C107
|
13G |
Page
11 of 21 Pages |
1 |
|
NAMES
OF REPORTING PERSON(S)
Scott
D. Sandell
|
|
|
2 |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
☐
(b)
☐ |
3 |
|
SEC
USE ONLY
|
|
|
4 |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States
|
|
|
|
|
|
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH |
|
5 |
|
SOLE
VOTING POWER
0
shares
|
|
6 |
|
SHARED
VOTING POWER
119,019,273 shares
|
|
7 |
|
SOLE
DISPOSITIVE POWER
0
shares
|
|
8 |
|
SHARED
DISPOSITIVE POWER
119,019,273 shares
|
|
|
|
|
|
9 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
119,019,273 shares
|
|
|
10 |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
|
☐ |
11 |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
23.8%
|
|
|
12 |
|
TYPE
OF REPORTING PERSON
IN
|
|
|
CUSIP
No. 90114C107
|
13G |
Page
12 of 21 Pages |
1 |
|
NAMES
OF REPORTING PERSON(S)
Peter W. Sonsini
|
|
|
2 |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
☐
(b)
☐ |
3 |
|
SEC
USE ONLY
|
|
|
4 |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States
|
|
|
|
|
|
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH |
|
5 |
|
SOLE
VOTING POWER
0 shares
|
|
6 |
|
SHARED
VOTING POWER
119,019,273 shares
|
|
7 |
|
SOLE
DISPOSITIVE POWER
0 shares
|
|
8 |
|
SHARED
DISPOSITIVE POWER
119,019,273
shares
|
|
|
|
|
|
9 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
119,019,273 shares
|
|
|
10 |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
|
☐ |
11 |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
23.8%
|
|
|
12 |
|
TYPE
OF REPORTING PERSON
IN
|
|
|
CUSIP
No. 90114C107
|
13G |
Page
13 of 21 Pages |
Item
1(a). |
Name
of Issuer: |
Tuya, Inc. (the “Issuer”).
Item
1(b). |
Address
of Issuer's Principal Executive Offices: |
Huace Center, Building A, 10/F, Xihu District, Hangzhou City, Zhejiang
Province, 310012, People’s Republic of China.
Item
2(a). |
Names
of Persons Filing: |
This statement is being filed by New Enterprise
Associates 14, L.P. (“NEA 14”); NEA 15 Opportunity Fund, L.P. (“NEA 15-OF”); NEA Partners 14, L.P. (“NEA
Partners 14”), which is the sole general partner of NEA 14; NEA Partners 15-OF, L.P. (“NEA Partners 15-OF” and,
collectively with NEA Partners 14, the “GPLPs”), which is the sole general partner of NEA 15-OF; NEA 14 GP, LTD (“NEA
14 GP”), which is the sole general partner of NEA Partners 14; and NEA 15 GP, LLC (“NEA 15 GP” and, collectively with
the GPLPs and NEA 14 GP, the “Control Entities”), which is the sole general partner of NEA Partners 15-OF; and Forest Baskett
(“Baskett”), Anthony A. Florence, Jr. (“Florence”), Patrick J. Kerins (“Kerins”), Scott D. Sandell
(“Sandell”) and Peter W. Sonsini (“Sonsini”).
Each of Baskett, Florence, Sandell and Sonsini is a director
of NEA 14 GP and manager of NEA 15 GP (the “Dual Managers”). Kerins is a director of NEA 14 GP.
NEA 14, NEA 15-OF, the Control Entities, the Dual Managers and Kerins are
sometimes referred to collectively herein as the “Reporting Persons”.
Item
2(b). |
Address
of Principal Business Office or, if none, Residence: |
The
address of the principal business office of NEA 15, NEA Partners 15, NEA 15 GP and Sandell is New Enterprise Associates, 1954 Greenspring
Drive, Suite 600, Timonium, MD 21093. The address of the principal business office of Baskett and Sonsini is New Enterprise Associates,
2855 Sand Hill Road, Menlo Park, California 94025. The address of the principal business office of Florence is New Enterprise Associates,
104 5th Avenue, 19th Floor, New York, NY 10001. The address of the principal business office of Kerins is New Enterprise Associates,
5425 Wisconsin Avenue, Suite 800, Chevy Chase, MD 20815.
Each
of NEA 14 and NEA Partners 14 is a Cayman Islands exempted limited partnership. NEA 14 GP is a Cayman Islands exempted company. Each
of NEA 15-OF and NEA Partners 15-OF is a Delaware limited partnership. NEA 15 GP is a Delaware limited liability company. Each of the
Dual Managers and Kerins is a United States citizen.
Item
2(d). |
Title
of Class of Securities. |
Class A ordinary share, $0.00005 par value (“Ordinary Shares”).
90114C107
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.
CUSIP
No. 90114C107
|
13G |
Page
14 of 21 Pages |
| (a) | Amount
Beneficially Owned: |
| | |
| | NEA
14 is the record owner of 108,051,445 Ordinary Shares as of December 31, 2022 (the “NEA 14 Shares”).
As the sole general partner of NEA 14, NEA Partners 14 may be deemed to own beneficially the NEA 14
Shares. As the sole general partner of NEA Partners 14, NEA 14 GP likewise may be deemed to own beneficially
the NEA 14 Shares. As the individual directors of NEA 14 GP, each of the Dual Managers and Kerins also
may be deemed to own beneficially the NEA 14 Shares.
NEA
15-OF is the record owner of 10,967,828 Ordinary Shares as of December 31, 2022 (the “NEA 15-OF
Shares” and together with the NEA 14 Shares, the “Firm Shares”). As the sole general
partner of NEA 15-OF, NEA Partners 15-OF may be deemed to own beneficially the NEA 15-OF Shares. As
the sole general partner of NEA Partners 15-OF, NEA 15 GP likewise may be deemed to own beneficially
the NEA 15-OF Shares. As the individual managers of NEA 15 GP, each of the Dual Managers also may be
deemed to own beneficially the NEA 15-OF Shares.
By
virtue of their relationship as affiliated entities, whose controlling entities have substantially
overlapping individual controlling persons, each of NEA 14, NEA 15-OF, the Control Entities and the
Dual Managers may be deemed to share the power to direct the disposition and vote of the Firm Shares.
Each Reporting Person disclaims beneficial
ownership of the Firm Shares other than those shares which such person owns of record.
|
| (b) | Percent of Class: See Line 11 of cover sheets. The percentages set forth
on the cover sheet for each Reporting Person are calculated based on 499,146,560 Ordinary Shares reported by the Issuer to be outstanding
as of December 31, 2022 on the Form 6-K, as filed with the Securities and Exchange Commission on January 5, 2023. |
| (c) | Number of shares
as to which such person has: |
| (i) | sole
power to vote or to direct the vote: See Line 5 of cover sheets. |
| (ii) | shared
power to vote or to direct the vote: See Line 6 of cover sheets. |
| (iii) | sole
power to dispose or to direct the disposition of: See Line 7 of cover sheets. |
| (iv) | shared
power to dispose or to direct the disposition of: See Line 8 of cover sheets. |
Each Reporting Person disclaims beneficial ownership of such Securities
except for the shares, if any, such Reporting Person holds of record.
Item
5. |
Ownership
of Five Percent or Less of a Class. |
Not applicable.
Item
6. |
Ownership
of More than Five Percent on Behalf of Another Person. |
Not applicable.
CUSIP
No. 90114C107
|
13G |
Page
15 of 21 Pages |
Item
7. |
Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company or Control Person. |
Not
applicable.
Item
8. |
Identification
and Classification of Members of the Group. |
Not applicable. The Reporting Persons expressly disclaim membership
in a “group” as used in Rule 13d-5(b).
Item
9. |
Notice
of Dissolution of Group. |
Not
applicable.
Not applicable. This Schedule 13G is not filed pursuant to
Rule 13d-1(b) or Rule 13d–1(c).
Material
to be Filed as Exhibits.
Exhibit 1 – Agreement
regarding filing of joint Schedule 13G.
Exhibit 2 – Power of
Attorney regarding filings under the Securities Exchange Act of 1934, as amended.
CUSIP
No. 90114C107
|
13G |
Page
16 of 21 Pages |
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief,
each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
EXECUTED
this 3rd day of February, 2023.
NEW
ENTERPRISE ASSOCIATES 14, L.P.
| By: | NEA
PARTNERS 14, L.P.
General Partner |
| By: | NEA
14 GP, LTD
General Partner |
By: *
Louis
S. Citron
Chief
Legal Officer
NEA
PARTNERS 14, L.P.
| By: | NEA
14 GP, LTD
General Partner |
By:
*
Louis
S. Citron
Chief
Legal Officer
NEA
14 GP, LTD
By: *
Louis
S. Citron
Chief
Legal Officer
*
Forest
Baskett
*
Anthony A. Florence, Jr.
*
Patrick
J. Kerins
*
Scott D. Sandell
*
Peter W. Sonsini
CUSIP
No. 90114C107
|
13G |
Page
17 of 21 Pages |
NEA 15 Opportunity Fund,
L.P.
| By: | NEA PARTNERS 15-OF, L.P.
General Partner |
| By: | NEA
15 GP, LLC
General Partner |
By:
*
Louis S. Citron
Chief Legal Officer
NEA PARTNERS 15-OF, L.P.
| By: | NEA
15 GP, LLC
General Partner |
By:
*
Louis S. Citron
Chief Legal Officer
NEA
15 GP, LLC
By:
*
Louis S. Citron
Chief Legal Officer
*
Forest
Baskett
*
Anthony A. Florence, Jr.
*
Scott D. Sandell
*
Peter W. Sonsini
*/s/
Louis S. Citron
Louis S. Citron
As
attorney-in-fact
This Amendment No. 1 to the Schedule 13G was executed by Louis S.
Citron on behalf of the individuals listed above pursuant to a Power of Attorney, a copy of which is attached as Exhibit 2.
CUSIP
No. 90114C107
|
13G |
Page
18 of 21 Pages |
Exhibit
1
AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of
1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with
respect to the ownership by each of the undersigned of shares of stock of Tuya, Inc.
EXECUTED
this 3rd day of February, 2023.
NEW
ENTERPRISE ASSOCIATES 14, L.P.
| By: | NEA
PARTNERS 14, L.P.
General Partner |
| By: | NEA
14 GP, LTD
General Partner |
By: *
Louis
S. Citron
Chief
Legal Officer
NEA
PARTNERS 14, L.P.
| By: | NEA
14 GP, LTD
General Partner |
By:
*
Louis
S. Citron
Chief
Legal Officer
NEA
14 GP, LTD
By: *
Louis
S. Citron
Chief
Legal Officer
*
Forest
Baskett
*
Anthony A. Florence, Jr.
*
Patrick
J. Kerins
*
Scott D. Sandell
*
Peter W. Sonsini
CUSIP
No. 90114C107
|
13G |
Page
19 of 19 Pages |
NEA 15 Opportunity Fund,
L.P.
| By: | NEA PARTNERS 15-OF, L.P.
General Partner |
| By: | NEA
15 GP, LLC
General Partner |
By:
*
Louis S. Citron
Chief Legal Officer
NEA PARTNERS 15-OF, L.P.
| By: | NEA
15 GP, LLC
General Partner |
By:
*
Louis S. Citron
Chief Legal Officer
NEA
15 GP, LLC
By:
*
Louis S. Citron
Chief Legal Officer
*
Forest
Baskett
*
Anthony A. Florence, Jr.
*
Scott D. Sandell
*
Peter W. Sonsini
*/s/
Louis S. Citron
Louis S. Citron
As
attorney-in-fact
This Agreement was executed by Louis S. Citron on behalf of the individuals
listed above pursuant to a Power of Attorney a copy of which is attached as Exhibit 2.
CUSIP
No. 90114C107
|
13G |
Page
20 of 19 Pages |
Exhibit
2
POWER OF ATTORNEY
KNOW
ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Louis S. Citron, Timothy Schaller, Sasha Keough and Stephanie
Brecher, and each of them, with full power to act without the others, his or her true and lawful attorney-in-fact, with full power of
substitution, to sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed
on behalf of himself as an individual or in his or her capacity as a direct or indirect general partner, director, officer or manager
of any partnership, corporation or limited liability company, pursuant to section 13 or 16 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), and any and all regulations promulgated thereunder, and to file the same, with all exhibits
thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and with any other entity when
and if such is mandated by the Exchange Act or by the Financial Industry Regulatory Authority, granting unto said attorney-in-fact full
power and authority to do and perform each and every act and thing necessary, desirable or appropriate, fully to all intents and purposes
as he or she might or could do in person, thereby ratifying and confirming all that said attorney-in-fact, or his or her substitutes,
may lawfully do or cause to be done by virtue hereof.
IN
WITNESS WHEREOF, this Power of Attorney has been signed as of the 13th day of March, 2017.
/s/ M. James Barrett
M. James Barrett
/s/ Peter J. Barris
Peter J. Barris
/s/ Forest Baskett
Forest Baskett
/s/ Ali Behbahani
Ali
Behbahani
/s/ Colin Bryant
Colin
Bryant
/s/ Carmen Chang
Carmen Chang
/s/ Anthony A. Florence,
Jr.
Anthony
A. Florence, Jr.
/s/ Carol G. Gallagher
Carol G. Gallagher
/s/ Dayna Grayson
Dayna Grayson
/s/ Patrick J. Kerins
Patrick J. Kerins
CUSIP
No. 90114C107
|
13G |
Page
21 of 21 Pages |
/s/ P. Justin Klein
P. Justin Klein
/s/ Vanessa Larco
Vanessa Larco
/s/ Joshua Makower
Joshua Makower
/s/ Mohamad H. Makhzoumi
Mohamad H. Makhzoumi
/s/ Edward T. Mathers
Edward T. Mathers
/s/ David M. Mott
David M. Mott
/s/
Sara M. Nayeem
Sara M. Nayeem
/s/ Jason R. Nunn
Jason R. Nunn
/s/ Gregory Papadopoulos
Gregory Papadopoulos
/s/ Chetan Puttagunta
Chetan Puttagunta
/s/ Jon Sakoda
Jon Sakoda
/s/ Scott D. Sandell
Scott D.
Sandell
/s/ A. Brooke Seawell
A. Brooke Seawell
/s/ Peter W. Sonsini
Peter W. Sonsini
/s/ Melissa Taunton
Melissa Taunton
/s/ Frank M. Torti
Frank M. Torti
/s/ Ravi Viswanathan
Ravi Viswanathan
/s/ Paul E. Walker
Paul E. Walker
/s/ Rick Yang
Rick Yang