0001567619-21-018739.txt : 20211026 0001567619-21-018739.hdr.sgml : 20211026 20211026191353 ACCESSION NUMBER: 0001567619-21-018739 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20211026 FILED AS OF DATE: 20211026 DATE AS OF CHANGE: 20211026 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: 211350148 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 doc1.xml FORM 4 X0306 4 2021-10-26 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 2021-10-26 4 J 0 40412 0 A 41412 I By Crescent Cove Luminar SPV, LLC Class A common stock 2021-10-26 4 J 0 17018 0 A 17018 I By Crescent Cove Capital LP Class A common stock 143423 I By CC Holdings IV, LLC Class A common stock 853995 I By Crescent Cove Capital II LP Class A common stock 675435 I By Crescent Cove Opportunity Fund LP Class A common stock 40130 I By CC Holdings I LLC Class A common stock 7107 I By CC Holdings IX Co-Invest Fund, LP Class A common stock 34786 I By Crescent Cove LTI-SPV, LP Class A common stock 262705 I By Crescent Cove Opportunity Foreign Intermediary, LLC Class A common stock 463902 I By Heng Zhao JT Revocable Trust Class A common stock 0 I By Crescent Cove Opportunity Fund B LP Class A common stock 0 I By Crescent Cove Capital I LP Class A common stock 18559 D On October 26, 2021, 40,412 shares of Class A common stock of the Issuer were issued to Crescent Cove Luminar SPV, LLC and 17,018 shares of Class A common stock of the Issuer were issued to Crescent Cove Capital LP, in each case 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. (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 partners of the Crescent Cove entities. Crescent Cove Capital Management, LLC and Crescent Cove Advisors, LP (collectively "Investment Manager") are the investment managers of the Crescent Cove entities. Mr. Heng is the managing member of the General Partner and the Investment Manager of the Crescent Cove entities, and therefore, may be deemed to hold voting and dispositive power over the shares held by the Crescent Cove entities. On September 17, 2021, Crescent Cove Capital I LP made an in-kind distribution of the shares of Class A common stock of the Issuer pro rata to its partners. After such distribution, Crescent Cove Capital I LP ceased to own any shares of Class A common stock of the Issuer. As a result of such in-kind distribution, Heng Zhao JT Revocable Trust acquired 144,732 shares of Class A common stock of the Issuer from Crescent Cove Capital I LP. In prior reports, the reporting person reported indirect beneficial ownership of all shares of Class A common stock held by Crescent Cove Capital I LP. On October 26, 2021, Crescent Cove Opportunity Fund B LP transferred 257,538 shares of Class A common stock of the Issuer to Crescent Cove Opportunity Foreign Intermediary, LLC. /s/ Jun Hong Heng 2021-10-26