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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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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) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Class B Ordinary Shares | (3) | 11/03/2021 | J(3) | 17,434,414 | (3) | (3) | Class A Common Stock | 17,434,414 | (3) | 6,883,086 | D | ||||
Class B Ordinary Shares | (1) | 11/03/2021 | C(1) | 6,883,086 | (1) | (1) | Class A Common Stock | 6,883,086 | (1) | 0 | D | ||||
Private Placement Warrants | $ 11.5 | 11/03/2021 | J(4) | 8,900,000 | (4) | (4) | Class A Common Stock | 8,900,000 | $ 2.5 | 8,900,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Reinvent Sponsor Y LLC C/O REINVENT TECHNOLOGY PARTNERS Y 215 PARK AVENUE, FLOOR 11 NEW YORK, NY 10003 |
FORMER 10% OWNER |
/s/ David Cohen as attorney-in-fact for Reinvent Sponsor Y LLC | 11/05/2021 | |
**Signature of Reporting Person | Date |
* | 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) | On November 3, 2021, Reinvent Technology Partners Y (the former name of the Issuer) ("RTPY") consummated an initial business combination (the "Business Combination") with Aurora Innovation Holdings, Inc. (formerly known as Aurora Innovation, Inc.). Pursuant to the Business Combination, RTPY domesticated as a Delaware corporation and changed its name to "Aurora Innovation, Inc.", and each RTPY Class B ordinary share that was issued and outstanding as of immediately prior to the domestication was automatically converted into one share of the Issuer's Class A common stock upon the domestication. The reporting person resigned as a director of the Issuer upon consummation of the Business Combination. |
(2) | 75% of such shares are subject to vesting in tranches of 1/3 if the volume weighted average price of the Issuer's shares of Class A common stock equals or exceeds $15.00, $17.50 or $20.00, respectively, for any 20 trading days within a 30 trading day period on or prior to November 3, 2031. On November 3, 2031, any unvested shares will be automatically forfeited. In the event the Issuer completes a transaction that results in a change of control, all unvested shares will vest immediately prior to the closing of such transaction. |
(3) | On November 3, 2021, pursuant to the terms of the Sponsor Agreement, dated as of July 14, 2021, by and among RTPY, Aurora and the reporting person, the reporting person forfeited 17,434,414 RTPY Class B ordinary shares as of immediately prior to the Domestication for no consideration. |
(4) | Represents Private Placement Warrants acquired from the Issuer in connection with the Issuer's initial public offering. Each warrant is exercisable for one share of the Issuer's Class A common stock at an exercise price of $11.50 per share, subject to certain adjustments. The warrants may be exercised commencing on December 3, 2021 and expire on November 3, 2026 or earlier upon redemption or liquidation. |