Metropoulos C. Dean Form 4 Luminar / C. Dean Metropoulos 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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X

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^*

Metropoulos C. Dean

(Last) (First) (Middle)

200 GREENWICH AVENUE

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Luminar Technologies, Inc./DE [ GMHI ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/02/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	12/02/2020		A		99,993	A	(1)	99,993	I	By C. Dean Metropoulos 2015 Delaware Trust(7)
Class A Common Stock	12/02/2020		M		992,500	A	(2)	992,500	I	See Footnotes(3)(7)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class F Common Stock	(4)	12/02/2020		J(5)		992,500		(4)	(4)	Class A Common Stock	992,500	(5)	992,500	I	See Footnotes(3)(7)
Warrants to Purchase Shares of Class A Common Stock	$11.5	12/02/2020		J(6)		3,333,333		01/02/2021	12/02/2025	Class A Common Stock	3,333,333	(6)	3,333,333	I	See Footnotes(3)(7)
Class F Common Stock	(4)	12/02/2020		M(3)			992,500	(4)	(4)	Class A Common Stock	992,500	(2)	0	I	See Footnotes(3)(7)

1. Name and Address of Reporting Person^*

Metropoulos C. Dean

(Last) (First) (Middle)

200 GREENWICH AVENUE

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

HRM Holdings LLC

(Last) (First) (Middle)

200 GREENWICH AVENUE

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

Explanation of Responses:

1. On December 2, 2020, pursuant to that certain Agreement and Plan of Merger, dated as of August 24, 2020, by and among Gores Metropoulos, Inc. (the "Issuer"), Luminar Technologies, Inc., a Delaware corporation ("Luminar") and the other parties thereto, the Issuer completed its initial business combination. The shares of Class A common stock, par value $0.0001 per share ("Class A Shares") of the Issuer consist of Class A Shares issued in exchange for shares of Luminar Series X Preferred Stock acquired by a trust for the benefit of Mr. Metropoulos prior to the initial business combination. The issuance of the shares was approved by the Issuer's board of directors pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

2. Upon the completion of the Issuer's initial business combination described in footnote 1 above, the Issuer's Class F Shares (as defined below) automatically converted into Class A Shares, as described in footnote 4 below.

3. The securities reported in this transaction are held of record by HRM Holdings LLC (?HRM?). Mr. Metropoulos is the managing member of HRM Holdings LLC and various trusts for the benefit of Mr. Metropoulos and members of his immediate family are the members of HRM.

4. Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, shares of Class F common stock, par value $0.0001 per share (the ?Class F Shares?) have no expiration date and automatically converted into Class A Shares at the time of the Issuer's initial business combination on a one-for-one basis, in each case, subject to adjustment as described under the heading ?Description of Securities?Founder Shares? in the Issuer's registration statement on Form S-1 (File No. 333-228739).

5. HRM is a managing member of Gores Metropoulos Sponsor LLC (?Sponsor?). The Sponsor made an in-kind distribution of such shares of Class F Common Stock to each of its members pro rata in accordance with their respective pecuniary interests therein immediately prior to the Issuer?s initial business combination. The receipt of such shares was exempt pursuant to Rule 16a-13 (?Rule 16a-13?) under the Exchange Act.

6. The Sponsor made an in-kind distribution of such warrants to each of its members pro rata in accordance with their respective pecuniary interests therein immediately prior to the Issuer?s initial business combination. The receipt of such warrants was exempt pursuant to Rule 16a-13.

7. Because of the relationship among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any. Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

	By: /s/ C. Dean Metropoulos	12/04/2020
	By: HRM Holdings LLC, /s/ C. Dean Metropoulos	12/04/2020
	** Signature of Reporting Person	Date
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