If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. Checkbox not checked

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).






SCHEDULE 13D




Comment for Type of Reporting Person:
ROW 7, ROW 9, ROW 11: Number of shares beneficially owned represents 4,872,578 shares of Class B Common Stock, $0.0001 par value per share (the 'Class B Common Stock'), of Luminar Technologies, Inc. (the 'Company') which have been adjusted for the 1-for-15 reverse stock split of Class B Common Stock and Class A Common Stock, $0.0001 par value per share (the 'Class A Common Stock' and together with the Class B Common Stock, the 'Common Stock'), effective November 20, 2024. The Class B Common Stock is convertible into shares of Class A Common Stock on a one-to-one basis at any time at the option of the holder upon written notice to the Company. In addition, the Class B Common Stock 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 Company's Second Amended and Restated Certificate of Incorporation, as amended. ROW 13: Percent of class represented in Row 11 is based on the aggregate of 37,399,170 shares of Common Stock of the Company (i) derived from 26,823,533 shares of Class A Common Stock and 6,472,578 shares of Class B Common Stock as of October 31, 2024, as reported in the quarterly report on Form 10-Q filed by the Company with the Securities and Exchange Commission on November 18, 2024, (ii) as adjusted for the 1-for-15 reverse stock split of the Company's Common Stock effective November 20, 2024, and (ii) as adjusted by the Reporting Person's election to convert 1,600,000 shares of Class B Common Stock into Class A Common Stock in connection with the transactions described below; and (iii) including as of December 15, 2024, 4,103,059 shares of Class A Common Stock issued by the Company since October 31, 2024. The aggregate number of shares of Class B Common Stock beneficially owned by the Reporting Person as set forth above are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person. Each share of Class A Common Stock is entitled to one vote and each share of Class B Common Stock is entitled to ten votes.


SCHEDULE 13D


 
Austin Russell
 
Signature:Austin Russell
Name/Title:Austin Russell
Date:12/26/2024