| 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*
(Street)
| 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) 11/03/2021 | ||||||||||||||||||||||||||
| 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 | 11/03/2021 | A(1) | 430,000 | A | $10 | 430,000 | D | |||
| 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 | (2) | 11/03/2021 | A(3) | 1,174,642 | (2) | (2) | Class A Common Stock | 1,174,642 | (3) | 1,174,642 | I | See Footnote(4) | |||
| 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) 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 and as an officer of the Issuer upon consummation of the Business Combination. |
| 2. 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. |
| 3. 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 the Issuer's Class B common stock at a deemed value of $10.00 per share. |
| 4. 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: |
| /s/ David Cohen as attorney-in-fact for Michael Thompson | 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. | ||
| 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. | ||
