SEC FORM 4

SEC FORM 4 SEC Form 4

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).

1. Name and Address of Reporting Person^*

Hoffman Reid

(Last)

(First)

(Middle)

C/O AURORA INNOVATION, INC.

50 33RD ST

(Street)

PITTSBURGH

15201

(City)

(State)

(Zip)

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

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/03/2021

4. 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 Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	11/03/2021		A⁽¹⁾		1,000,000	A	$10	1,000,000	I	See Footnote⁽¹⁾
Class A Common Stock	11/03/2021		M⁽⁴⁾		6,883,086⁽³⁾	A	⁽⁴⁾	6,883,086⁽³⁾	I	See Footnotes⁽²⁾
Class A Common Stock	11/03/2021		A⁽⁵⁾		674,719	A	⁽⁵⁾	674,719	I	See Footnote⁽⁵⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Ordinary Shares	⁽⁶⁾	11/03/2021		D			17,434,414	⁽⁶⁾	⁽⁶⁾	Class A Common Stock	17,434,414	⁽⁶⁾	6,883,086	I	See Footnote⁽²⁾
Class B Ordinary Shares	⁽⁴⁾	11/03/2021		M			6,883,086	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	6,883,086	⁽⁴⁾	0	I	See Footnote⁽²⁾
Private Placement Warrants	$11.5	11/03/2021		J⁽¹³⁾		8,900,000		⁽¹³⁾	⁽¹³⁾	Class A Common Stock	8,900,000	$2.5	8,900,000	I	See Footnote⁽²⁾
Class B Common Stock	⁽⁷⁾	11/03/2021		A		782,088		⁽⁷⁾	⁽⁷⁾	Class A Common Stock	782,088	⁽⁷⁾	782,088	I	See Footnote⁽⁸⁾
Class B Common Stock	⁽⁷⁾	11/03/2021		A		25,374,548		⁽⁷⁾	⁽⁷⁾	Class A Common Stock	25,374,548	⁽⁷⁾	25,374,548	I	See Footnotes⁽⁹⁾⁽¹⁰⁾
Class B Common Stock	⁽⁷⁾	11/03/2021		A		1,409,699		⁽⁷⁾	⁽⁷⁾	Class A Common Stock	1,409,699	⁽⁷⁾	1,409,699	I	See Footnotes⁽⁹⁾⁽¹¹⁾
Class B Common Stock	⁽⁷⁾	11/03/2021		A		1,409,699		⁽⁷⁾	⁽⁷⁾	Class A Common Stock	1,409,699	⁽⁷⁾	1,409,699	I	See Footnotes⁽⁹⁾⁽¹²⁾

Explanation of Responses:

1. Reflects Issuer Class A common stock acquired by Reprogrammed Interchange LLC ("Reprogrammed") from the Issuer pursuant to a Subscription Agreement in connection with the business combination of Reinvent Technology Partners Y (the former name of the Issuer) ("RTPY") and Aurora Innovation, Inc. (the "Business Combination"). 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.

2. 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.

3. 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.

4. Pursuant to the Business Combination, RTPY domesticated as a Delaware corporation and changed its name to "Aurora Innovation, Inc." (the "Domestication"), 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.

5. On November 3, 2021, upon the consummation of the Business Combination, each outstanding share of Aurora Innovation Holdings, Inc. (formerly Aurora Innovation, Inc.) common stock held by Programmable Exchange LLC was cancelled and converted into approximately 2.1708 shares of Class A common stock of the Issuer. The reporting person may be deemed a beneficial owner of securities held by Programmable Exchange LLC by virtue of his voting and investment power over such securities. The reporting person disclaims beneficial ownership of the securities held by Programmable Exchange LLC, except to the extent of his pecuniary interest therein.

6. On November 3, 2021, pursuant to the terms of the Sponsor Agreement, dated as of July 14, 2021, by and among RTPY, Aurora Innovation, Inc. and the Sponsor, the Sponsor forfeited 17,434,414 RTPY Class B ordinary shares as of immediately prior to the Domestication for no consideration.

7. On November 3, 2021, upon the consummation of the Business Combination, each outstanding share of Aurora Innovation Holdings, Inc. (formerly Aurora Innovation, Inc.) 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 charter (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 transfer to a recipient that is not a permitted transferee, upon the death of the holder, or as otherwise set forth in the Charter.

8. 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.

9. 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.

10. Reflects securities held directly by Greylock 15 Limited Partnership.

11. Reflects securities held directly by Greylock 15 Principals Limited Partnership.

12. Reflects securities held directly by Greylock 15-A Limited Partnership.

13. 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.

Remarks:

	/s/ Reid Hoffman	11/05/2021
	** 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.
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SEC Form 4: Hoffman Reid converted options into 6,883,086 shares and was granted 1,674,719 shares

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