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^*

Maday David

(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)
06/14/2023

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)
See Remarks

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	353,396⁽¹⁾⁽²⁾	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)	⁽³⁾	02/01/2031	Class A Common Stock	716,377	3.67	D
Stock Options (Right to Buy)	⁽⁴⁾	08/09/2032	Class A Common Stock	109,052	2.44	D
Stock Options (Right to Buy)	⁽⁵⁾	03/08/2033	Class A Common Stock	100,000	1.42	D

Explanation of Responses:

1. Represents (i) 42,268 shares of Class A common stock of the Issuer, (ii) 30,347 restricted stock units, each restricted stock unit representing the right to receive one share of Class A common stock of the Issuer (?RSUs?), 1/3 of which will vest on August 20, 2023, and 1/3 of which will vest quarterly thereafter on each of the Issuer?s standard quarterly vesting dates until fully vested on February 20, 2024, (iii) 71,842 RSUs, 25% of which will vest quarterly on each of the Issuer?s standard quarterly vesting dates following February 20, 2024, (iv) 12,387 RSUs, 25% of which will vest quarterly on each of the Issuer?s standard quarterly vesting dates following February 20, 2025, (v) 109,052 RSUs, all of which will vest on August 20, 2023, and (vi) 87,500 RSUs, which will vest on each of the Issuer?s standard quarterly vesting dates in increments of 12,500 RSUs until fully vested on February 20, 2025.

2. The vesting events for RSUs are subject to the reporting person's continued service through the applicable vesting date.

3. 25% of the shares subject to the stock option vested on September 14, 2021, and 1/36th of the remaining shares vest monthly thereafter, subject to the reporting person's continued service through the applicable vesting date. The stock option is subject to acceleration in the event that reporting person's employment is terminated without Cause or the reporting person resigns for Good Reason, in each case within twelve (12) months following a Change in Control. The terms "Cause," "Good Reason" and "Change in Control" are defined in the applicable stock option agreement.

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

5. 1/24th of shares subject to the stock option vested on March 20, 2023, and 1/24th of the total number of shares subject to the stock option vest monthly thereafter, subject to the reporting person's continued service through the applicable vesting date.

Remarks:

Reporting person's title: Chief Financial Officer; Exhibit 24 - Power of Attorney

	/s/ David Maday	06/15/2023
	** 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.