1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Class B Common Stock
|
(1)
|
(1)
|
Class A Common Stock
|
23,493,189
|
$
(1)
|
I
|
Sequoia Capital Global Growth Fund III - Endurance Partners, L.P.
(2)
(3)
|
Class B Common Stock
|
(1)
|
(1)
|
Class A Common Stock
|
11,746,572
|
$
(1)
|
I
|
Sequoia Capital U.S. Growth Fund VIII, L.P.
(2)
(3)
|
* |
If the form is filed by more than one reporting person, see Instruction 5(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, upon the consummation of the business combination between Reinvent Technology Partners Y (the former name of the Issuer) and Aurora Innovation Holdings, Inc. (formerly Aurora Innovation, Inc.) ("Legacy Aurora"), each outstanding share of Legacy Aurora Class B stock was cancelled and converted into approximately 2.1708 shares of Class B common stock of the Issuer. Pursuant to the terms of the Issuer's certificate of incorporation (the "Charter"), each share of Issuer Class B common stock (i) is convertible at any time by the holder into one share of Issuer Class A common stock and (ii) automatically converts into one share of Issuer Class A common stock upon certain transfers, upon the death of the holder, or as otherwise set forth in the Charter. |
(2) |
The Reporting Person is a director and stockholder of SC US (TTGP), Ltd. SC US (TTGP), Ltd. is (i) 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. ("GGF III"), and (ii) the general partner of SC U.S. Growth VIII Management, L.P., which is the general partner of Sequoia Capital U.S. Growth Fund VIII, L.P. ("GF VIII"). As a result, SC US (TTGP), Ltd. may be deemed to share voting and dispositive power with respect to the shares held by GF VIII and GGF III . |
(3) |
(Continued from Footnote 2) 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) |
Reflects Issuer Class A common stock acquired from the Issuer pursuant to a Subscription Agreement in connection with the the Business Combination. |