Form Type: 4

SEC EDGAR Link
Accession Number:0001209191-21-051474
Date:2021-08-11
Issuer: LUMINAR TECHNOLOGIES, INC./DE (LAZR)
Original Submission Date:

Reporting Person:

RUSSELL AUSTIN
C/O LUMINAR TECHNOLOGIES, INC.
2603 DISCOVERY DRIVE, SUITE 100 ORLANDO, FL 32826

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
CLASS B COMMON STOCK 0.0 2021-08-11 deemed execution date A 6,970,467 (a) class a common stock 6,970,467 $0.00 101,588,670 direct
Footnotes
IDfootnote
f1 pursuant to the issuer's second amended and restated certificate of incorporation (the "charter"), shares of class b common stock have no expiration date and (i) are convertible into shares of class a common stock at the option of the holders of class b common stock at any time upon written notice to the issuer on a one-for-one basis and (ii) will automatically convert into shares of class a common stock immediately prior to the close of business on the earliest to occur of certain events specified in the charter.
f2 on august 11, 2021, the reporting person received 6,970,467 shares of class b common stock of the issuer pursuant to an "earn-out" provision in that certain agreement and plan of merger, dated as of august 24, 2020 (the "merger agreement"), by and among the issuer (formerly gores metropoulos, inc.), luminar technologies, inc., a delaware corporation ("legacy luminar") and the other parties thereto. the merger agreement provided that the shareholders of legacy luminar would receive additional shares of the issuer's class a common stock or class b common stock, for no additional consideration, following each of six triggering events (as defined in the merger agreement) that occur within five years of the lockup expiration date (as defined in the merger agreement). (continued in footnote 3)
f3 the six "triggering events" are (i) the date on which the volume-weighted average closing sale price of the issuer's class a common stock (the "closing price") is greater than or equal to $13.00 for any twenty trading days within any forty consecutive trading day period; (ii) the date on which the closing price is greater than or equal to $16.00 for any twenty trading days within any forty consecutive trading day period; (iii) the date on which the closing price is greater than or equal to $19.00 for any twenty trading days within any forty consecutive trading day period; (continued in footnote 4)
f4 (iv) the date on which the closing price is greater than or equal to $22.00 for any twenty trading days within any forty consecutive trading day period; (v) the date on which the closing price is greater than or equal to $25.00 for any twenty trading days within any forty consecutive trading day period; and (vi) the date on which the closing price is greater than or equal to $28.00 for any twenty trading days within any forty consecutive trading day period. the first four triggering events occurred on the same date, and pursuant to the terms of the merger agreement, the earnout shares reported on this form 4 were issued on august 11, 2021. (continued in footnote 5)
f5 the number of shares issuable pursuant to the earn-out right was determined pursuant to a formula set forth in the merger agreement. the reporting person's right to receive additional shares subject to the terms of the merger agreement became fixed and irrevocable on december 2, 2020, the effective date of the merger.
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