| Item 1. | |
| (a) | Name of issuer:
UiPath, Inc. |
| (b) | Address of issuer's principal executive offices:
One Vanderbilt Avenue, 60th Floor, NEW YORK, New York, 10017 |
| Item 2. | |
| (a) | Name of person filing:
Daniel Dines |
| (b) | Address or principal business office or, if none, residence:
c/o UiPath, Inc., One Vanderbilt Avenue, 60th Floor, New York, New York 10017 |
| (c) | Citizenship:
Romania |
| (d) | Title of class of securities:
Class A Common Stock, par value $0.00001 per share |
| (e) | CUSIP No.:
90364P105 |
| 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: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership |
| (a) | Amount beneficially owned:
See response to Item 9 on the attached cover pages.
As of December 31, 2025, Mr. Dines beneficially owned (A) 38,093,882 shares of Class A Common Stock, par value $0.0001 per share (the "Class A Common Stock"), consisting of (i) 28,478,585 shares held by IceVulcan Investments Ltd and (ii) 9,615,297 shares held by Ice Vulcan Holding Limited, and (B) 64,690,706 shares of the Issuer's Class B Common Stock, par value $0.0001 per share (the "Class B Common Stock" and, collectively with the Class A Common Stock, the "Common Stock"), held by Ice Vulcan Holding Limited. IceVulcan Investments Ltd is the sole shareholder of Ice Vulcan Holding Limited, and Mr. Dines is the sole shareholder of IceVulcan Investments Ltd. Mr. Dines retains sole voting and investment power with respect to the shares held by such entities. By virtue of these relationships, Mr. Dines may be deemed to beneficially own the shares reported on the cover page to this Schedule 13G.
Shares of Class B Common Stock are convertible into shares of Class A Common Stock on a 1-for-1 basis (A) at any time at the holder's option or (B) automatically upon the occurrence of the following: (1) the transfer of such share of Class B Common Stock, except for certain transfers whereby the holder continues to hold sole voting and dispositive power with respect to each such share, (2) a date fixed by the Issuer's board of directors that is no less than 120 days and no more than 180 days following the date that the number of shares of Class B Common Stock outstanding is less than 20% of the number of shares of Class B Common Stock outstanding immediately prior to the completion of the Issuer's initial public offering, or (3) six months after the death or incapacity of Mr. Dines. The holders of Class B Common Stock are entitled to 35 votes per share and the holders of Class A Common Stock are entitled to one vote per share. |
| (b) | Percent of class:
See response to Item 11 on the attached cover pages.
Based on (i) 471,022,980 shares of Class A Common Stock and (ii) 64,690,706 shares of Class B Common Stock issued and outstanding, in each case as of December 31, 2025, and the information set forth in (a) above, Mr. Dines beneficially owned 19.2% of the outstanding Class A Common Stock (treating only shares of Class B Common Stock beneficially owned by Mr. Dines as converted for purposes of computing this percentage), representing 84.2% of the total voting power of the Issuer's outstanding Common Stock. |
| (c) | Number of shares as to which the person has:
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| | (i) Sole power to vote or to direct the vote:
See response to Item 5 on the attached cover pages.
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| | (ii) Shared power to vote or to direct the vote:
See response to Item 6 on the attached cover pages.
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| | (iii) Sole power to dispose or to direct the disposition of:
See response to Item 7 on the attached cover pages.
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| | (iv) Shared power to dispose or to direct the disposition of:
See response to Item 8 on the attached cover pages.
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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Not Applicable
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
Not applicable. |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
Not applicable. |
| Item 8. | Identification and Classification of Members of the Group. |
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If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
Not applicable. |
| Item 9. | Notice of Dissolution of Group. |
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Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.
Not applicable. |
Rule 13d-1(d)