Mark J Pincus Form 4 Aurora Innovation / MARK J PINCUS ownership change

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^*

PINCUS MARK J

(Last)

(First)

(Middle)

C/O REINVENT TECHNOLOGY PARTNERS Y

215 PARK AVENUE, FLOOR 11

(Street)

NEW YORK

10003

(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)

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

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⁾		600,000	A	$10	600,000	I	See Footnote⁽²⁾
Class A Common Stock	11/03/2021		A⁽¹⁾		400,000	A	$10	400,000	I	See Footnote⁽³⁾
Class A Common Stock	11/03/2021		M⁽⁴⁾		6,883,086⁽⁵⁾	A	⁽⁴⁾	6,883,086⁽⁵⁾	I	See Footnote⁽⁶⁾

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	⁽⁷⁾	11/03/2021		D⁽⁷⁾			17,434,414	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	17,434,414	⁽⁷⁾	6,883,086	I	See Footnote⁽⁶⁾
Class B Ordinary Shares	⁽⁴⁾	11/03/2021		M⁽⁴⁾			6,883,086	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	6,883,086	⁽⁴⁾	0	I	See Footnote⁽⁶⁾
Private Placement Warrants	$11.5	11/03/2021		A⁽⁸⁾		8,900,000		⁽⁸⁾	⁽⁸⁾	Class A Common Stock	8,900,000	$2.5	8,900,000	I	See Footnote⁽⁶⁾
Class B Common Stock	⁽¹⁰⁾	11/03/2021		A⁽⁹⁾		1,174,642		⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock	1,174,642	⁽⁹⁾	1,174,642	I	See Footnote⁽¹¹⁾

Explanation of Responses:

1. Reflects Issuer's Class A common stock acquired 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 Holdings, Inc. (formerly known as Aurora Innovation, Inc.) ("Aurora") (such business combination, the "Business Combination"), which closed on November 3, 2021. The reporting person resigned as a director of the Issuer upon consummation of the Business Combination.

2. Reflects securities held directly by Workplay Ventures LLC. On the basis of the reporting person's relationship with Workplay Ventures LLC, the reporting person may be deemed a beneficial owner of the securities held by Workplay Ventures LLC. The reporting person disclaims beneficial ownership of the securities held by Workplay Ventures LLC, except to the extent of his pecuniary interest therein.

3. Reflects securities held directly by MJP DT Holdings LLC. On the basis of the reporting person's relationship with MJP DT Holdings LLC, the reporting person may be deemed a beneficial owner of the securities held by MJP DT Holdings LLC. The reporting person disclaims beneficial ownership of the securities held by MJP DT Holdings LLC, except to the extent of his pecuniary interest therein.

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. 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 the tenth anniversary of the Business Combination. 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.

6. 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.

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

8. 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.

9. Upon the consummation of, and pursuant to, the Business Combination, shares of Class B Stock of Aurora held by Reinvent Capital Fund LP ("Reinvent Capital Fund") were cancelled and converted into 1,174,642 shares of Issuer's Class B common stock at a deemed value of $10.00 per share.

10. Each share of Issuer Class B common stock is convertible at any time by the holder into one share of Issuer Class A common stock. 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.

11. Reflects securities held directly by Reinvent Capital Fund. The reporting person may be deemed a beneficial owner of securities held by Reinvent Capital Fund by virtue of his shared control over and indirect pecuniary interest in Reinvent Capital Fund. The reporting person disclaims beneficial ownership of the securities held by Reinvent Capital Fund, except to the extent of his pecuniary interest therein.

Remarks:

The inclusion of the securities in this report shall not be deemed an admission by the reporting person of beneficial ownership of all of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose or that any of the transactions reported herein are subject to Section 16.

	/s/ David Cohen as attorney-in-fact for Mark Pincus	11/05/2021
	** Signature of Reporting Person	Date
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Mark J Pincus Form 4Aurora Innovation / MARK J PINCUS ownership change