SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person^*

Shenai Nolan

(Last)

(First)

(Middle)

C/O AURORA INNOVATION, INC.

1654 SMALLMAN STREET

(Street)

PITTSBURGH

15222

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/27/2022

3. Issuer Name and Ticker or Trading Symbol
Aurora Innovation, Inc. [ AUR ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
General Counsel and Secretary

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	109,356⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Options (Right to Buy)	⁽²⁾	02/01/2031	Class A Common Stock	298,490	3.67	D
Stock Options (Right to Buy)	⁽³⁾	08/09/2032	Class A Common Stock	54,526	2.44	D

Explanation of Responses:

1. Represents (i) 4,822 shares of Class A common stock of the Issuer, (ii) 50,008 restricted stock units, each restricted stock unit representing the right to receive one share of Class A common stock of the Issuer ("RSUs"), which will time vest quarterly in increments of 3,572 RSUs until fully vested on February 20, 2026 and (iii) 54,526 RSUs, all of which will vest on August 20, 2023, subject in each case to the reporting person's continued service through the applicable vesting date.

2. 1/4 of the shares subject to the option vested on August 3, 2021, and 1/36 of the remaining shares subject to the option vest monthly thereafter, subject to the reporting person's continued service through the applicable vesting date.

3. All of the shares subject to the option vest on August 20, 2023, subject to the reporting person's continued service through the vesting date.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Nolan Shenai	11/04/2022
	** 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 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).
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.