0001209191-21-051473.txt : 20210813
0001209191-21-051473.hdr.sgml : 20210813
20210813180157
ACCESSION NUMBER: 0001209191-21-051473
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210811
FILED AS OF DATE: 20210813
DATE AS OF CHANGE: 20210813
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Heng Jun Hong
CENTRAL INDEX KEY: 0001842577
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38791
FILM NUMBER: 211173617
MAIL ADDRESS:
STREET 1: C/O CRESCENT COVE ACQUISITION CORP.
STREET 2: 530 BUSH STREET, SUITE 703
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94108
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Luminar Technologies, Inc./DE
CENTRAL INDEX KEY: 0001758057
STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714]
IRS NUMBER: 831804317
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 2603 DISCOVERY DRIVE, SUITE 100
CITY: ORLANDO
STATE: FL
ZIP: 32826
BUSINESS PHONE: 407-900-5259
MAIL ADDRESS:
STREET 1: 2603 DISCOVERY DRIVE, SUITE 100
CITY: ORLANDO
STATE: FL
ZIP: 32826
FORMER COMPANY:
FORMER CONFORMED NAME: Luminar Technologies, Inc./FL
DATE OF NAME CHANGE: 20201203
FORMER COMPANY:
FORMER CONFORMED NAME: Gores Metropoulos, Inc.
DATE OF NAME CHANGE: 20181102
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2021-08-11
0
0001758057
Luminar Technologies, Inc./DE
LAZR
0001842577
Heng Jun Hong
C/O LUMINAR TECHNOLOGIES, INC.
2603 DISCOVERY DRIVE, SUITE 100
ORLANDO
FL
32826
1
0
0
0
Class A Common Stock
2021-08-11
4
A
0
138282
0.00
A
143423
I
By CC Holdings IV, LLC
Class A Common Stock
2021-08-11
4
A
0
11629
0.00
A
853995
I
By Crescent Cove Capital II LP
Class A Common Stock
2021-08-11
4
A
0
18722
0.00
A
675435
I
By Crescent Cove Opportunity Fund LP
Class A Common Stock
2021-08-11
4
A
0
40130
0.00
A
40130
I
By CC Holdings I LLC
Class A Common Stock
2021-08-11
4
A
0
7107
0.00
A
7107
I
By CC Holdings IX Co-Invest Fund, LP
Class A Common Stock
2021-08-11
4
A
0
34786
0.00
A
34786
I
By Crescent Cove LTI-SPV, LP
Class A Common Stock
2021-08-11
4
A
0
5167
0.00
A
5167
I
By Crescent Cove Opportunity Foreign Intermediary, LLC
Class A Common Stock
319170
I
By Heng Zhao JT Revocable Trust
Class A Common Stock
257538
I
By Crescent Cove Opportunity Fund B LP
Class A Common Stock
1000
I
By Crescent Cove Luminar SPV LLC
Class A Common Stock
568800
I
By Crescent Cove Capital I LP
Class A Common Stock
18559
D
On August 11, 2021, shares of Class A common stock of the Issuer were issued 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 2)
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 3)
(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 4)
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.
Crescent Cove Capital GP, LLC, Crescent Cove Capital II GP, LLC, and Crescent Cove Opportunity GP, LP (collectively "General Partner") are the general partner of the Crescent Cove entities. Crescent Cove Capital Management, LLC and Crescent Cove Advisors, LP (collectively "Investment Manager") are the investment manager of the Crescent Cove entities. Mr. Heng is the managing member of the General Partner and the Investment Manager of Crescent Cove entities, and therefore, may be deemed to hold voting and dispositive power over the shares held by Crescent Cove entities.
/s/ Alan Prescott, as Attorney-in-Fact
2021-08-13