Director Hoffman Reid converted options into 7,048,487 shares and sold $19,497,601 worth of shares (3,693,874 units at $5.28) (SEC Form 4)
$AUR
EDP Services
Technology
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Aurora Innovation, Inc. [ AUR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/04/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 11/04/2024 | C | 6,343,637 | A | (1) | 13,358,122 | I | See Footnotes(2)(3) | ||
| Class A Common Stock | 11/04/2024 | C | 352,425 | A | (1) | 742,119 | I | See Footnotes(2)(4) | ||
| Class A Common Stock | 11/04/2024 | C | 352,425 | A | (1) | 742,120 | I | See Footnotes(2)(5) | ||
| Class A Common Stock | 11/04/2024 | S | 1,254,486 | D | $5.4504(6) | 12,103,636 | I | See Footnotes(2)(3) | ||
| Class A Common Stock | 11/04/2024 | S | 69,694 | D | $5.4504(6) | 672,425 | I | See Footnotes(2)(4) | ||
| Class A Common Stock | 11/04/2024 | S | 69,694 | D | $5.4504(6) | 672,426 | I | See Footnotes(2)(5) | ||
| Class A Common Stock | 11/05/2024 | S | 2,070,000 | D | $5.1741(7) | 10,033,636 | I | See Footnotes(2)(3) | ||
| Class A Common Stock | 11/05/2024 | S | 115,000 | D | $5.1741(7) | 557,425 | I | See Footnotes(2)(4) | ||
| Class A Common Stock | 11/05/2024 | S | 115,000 | D | $5.1741(7) | 557,426 | I | See Footnotes(2)(5) | ||
| Class A Common Stock | 1,000,000 | I | See Footnote(8) | |||||||
| Class A Common Stock | 6,883,086 | I | See Footnote(9) | |||||||
| Class A Common Stock | 674,719 | I | See Footnote(10) | |||||||
| Class A Common Stock | 286,247 | D | ||||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class B Common Stock | (1) | 11/04/2024 | C | 6,343,637 | (1) | (1) | Class A Common Stock | 6,343,637 | $0 | 6,343,637 | I | See Footnotes(2)(3) | |||
| Class B Common Stock | (1) | 11/04/2024 | C | 352,425 | (1) | (1) | Class A Common Stock | 352,425 | $0 | 352,425 | I | See Footnotes(2)(4) | |||
| Class B Common Stock | (1) | 11/04/2024 | C | 352,425 | (1) | (1) | Class A Common Stock | 352,425 | $0 | 352,425 | I | See Footnotes(2)(5) | |||
| Class B Common Stock | (1) | (1) | (1) | Class A Common Stock | 782,088 | 782,088 | I | See Footnote(11) | |||||||
| Explanation of Responses: |
| 1. Each share of Class B Common Stock is convertible into an equal number of shares of Class A Common Stock at any time, at the holder's election, and has no expiration date. |
| 2. Greylock 15 GP LLC ("Greylock LLC") is the general partner of each of Greylock 15 Limited Partnership ("Greylock 15"), Greylock 15 Principals Limited Partnership ("Greylock Principals"), and Greylock 15-A Limited Partnership ("Greylock 15-A"). By virtue of being a managing member of Greylock LLC, the reporting person may be deemed a beneficial owner of the securities held by Greylock 15, Greylock Principals, and Greylock 15-A. The reporting person disclaims beneficial ownership of the securities held by Greylock 15, Greylock Principals, and/or Greylock 15-A, except to the extent of his pecuniary interest therein. |
| 3. Reflects securities held directly by Greylock 15. |
| 4. Reflects securities held directly by Greylock 15-A. |
| 5. Reflects securities held directly by Greylock 15 Principals. |
| 6. Weighted average price. This transaction was executed in multiple trades at prices ranging from $5.37 to $5.53, inclusive. The reporting person undertakes to provide the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above. |
| 7. Weighted average price. This transaction was executed in multiple trades at prices ranging from $5.00 to $5.56, inclusive. The reporting person undertakes to provide the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above. |
| 8. Reflects securities held by Reprogrammed Interchange LLC ("Reprogrammed"). The reporting person may be deemed a beneficial owner of securities held by Reprogrammed by virtue of his shared control over and indirect pecuniary interest in Reprogrammed. The reporting person disclaims beneficial ownership of the securities held by Reprogrammed, except to the extent of his pecuniary interest therein. |
| 9. Reflects securities held directly by Reinvent Sponsor Y LLC (the "Sponsor"). The reporting person may be deemed a beneficial owner of securities held by the Sponsor by virtue of his shared control over and indirect pecuniary interest in the Sponsor. The reporting person disclaims beneficial ownership of the securities held by the Sponsor, except to the extent of his pecuniary interest therein. |
| 10. Reflects securities held by Programmable Exchange LLC ("Programmable"). The reporting person may be deemed a beneficial owner of securities held by Programmable by virtue of his voting and investment power over such securities. The reporting person disclaims beneficial ownership of the securities held by Programmable, except to the extent of his pecuniary interest therein. |
| 11. Reflects securities held directly by Thigmotropism LLC. The reporting person may be deemed a beneficial owner of securities held by Thigmotropism LLC by virtue of his voting and investment power over such securities. The reporting person disclaims beneficial ownership of the securities held by Thigmotropism LLC, except to the extent of his pecuniary interest therein. |
| Remarks: |
| /s/ Yijun Han, Attorney-in-fact for Reid Hoffman | 11/05/2024 | |
| ** 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 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). | ||
| 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. | ||