0001209191-21-051474.txt : 20210813 0001209191-21-051474.hdr.sgml : 20210813 20210813180241 ACCESSION NUMBER: 0001209191-21-051474 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: Russell Austin CENTRAL INDEX KEY: 0001834552 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38791 FILM NUMBER: 211173618 MAIL ADDRESS: STREET 1: C/O LUMINAR TECHNOLOGIES, INC. STREET 2: 2603 DISCOVERY DRIVE, SUITE 100 CITY: ORLANDO STATE: FL ZIP: 32826 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 0001834552 Russell Austin C/O LUMINAR TECHNOLOGIES, INC. 2603 DISCOVERY DRIVE, SUITE 100 ORLANDO FL 32826 1 1 1 0 Chairperson, President & CEO Class B Common Stock 2021-08-11 4 A 0 6970467 A Class A Common Stock 6970467 101588670 D 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. 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) 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) (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) 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. /s/ Anthony Cooke, as Attorney-in-Fact 2021-08-13