SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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 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 for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
D1 Capital Partners L.P.
(Last) (First) (Middle)
9 WEST 57TH STREET
36TH FLOOR
(Street)
NEW YORK NY 10019
(City) (State) (Zip)
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) X Other (specify below)
See Remarks
3. Date of Earliest Transaction (Month/Day/Year)
08/13/2024
4. If Amendment, Date of 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
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 08/13/2024 D(1) 3,700,000 D $31.507 29,337,664(2) I See footnotes(3)(4)
Common Stock 08/13/2024 J(5) 2,676,121 D (5) 26,661,543 I See footnotes(3)(4)
Common Stock 21,124 I See footnote(3)(4)(6)
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 Securities Underlying Derivative Security (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: 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
1. Name and Address of Reporting Person*
D1 Capital Partners L.P.
(Last) (First) (Middle)
9 WEST 57TH STREET
36TH FLOOR
(Street)
NEW YORK NY 10019
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) X Other (specify below)
See Remarks
1. Name and Address of Reporting Person*
Sundheim Daniel S.
(Last) (First) (Middle)
C/O D1 CAPITAL PARTNERS L.P.
9 WEST 57TH STREET, 36TH FLOOR
(Street)
NEW YORK NY 10019
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. This transaction represents a repurchase of shares by the issuer from D1 Iconoclast (as defined below), a co-investment fund, in an exempt transaction pursuant to Rule 16b-3 of the Securities Exchange Act of 1934, as amended.
2. 4,804,271 shares previously reported by the Reporting Persons that were subject to the Consulting Arrangements (as defined below) are no longer subject to the Consulting Arrangements and therefore are no longer reported herein. The shares were not disposed of in a sale transaction, and the Reporting Persons disclaim any pecuniary interest in such shares.
3. This statement is filed by D1 Capital Partners L.P. (the "Investment Manager") and Daniel Sundheim ("Mr. Sundheim"). The foregoing persons are hereinafter sometimes referred to as the "Reporting Persons." The Investment Manager is a registered investment adviser and serves as the investment manager of private investment vehicles and accounts, including D1 Iconoclast Holdings LP ("D1 Iconoclast") and D1 Master Holdco I LLC ("D1 Master Holdco"), and as an investment consultant to certain private investment vehicles and accounts (such consulting arrangements, the "Consulting Arrangements"), including GCM Grosvenor IC SPV, LLC ("GCM IC") and GCM Grosvenor IC SPV 2, LLC ("GCM IC 2") and may be deemed to beneficially own the securities held by D1 Iconoclast, D1 Master Holdco, GCM IC, and GCM IC 2. Mr. Sundheim may be deemed to beneficially own the reported securities by virtue of the fact that Mr. Sundheim indirectly controls the Investment Manager.
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 its pecuniary interest therein, if any.
5. This transaction represents a pro-rata in-kind distribution by D1 Iconoclast, a co-investment fund, to limited partners for no consideration.
6. Represents securities held by Mr. Sundheim. Mr. Sundheim may be deemed to hold the securities reported herein for the benefit of certain funds and accounts to which the Investment Manager serves as the investment manager or investment consultant.
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.
D1 Capital Partners, L.P., by /s/ Amanda Hector, General Counsel and Chief Compliance Officer 08/14/2024
/s/ Daniel S. Sundheim 08/14/2024
** Signature of Reporting Person Date
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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.
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