Sec Form 4 Filing - AEG Holdings, LLC @ Luminar Technologies, Inc./DE - 2022-01-20

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
AEG Holdings, LLC
2. Issuer Name and Ticker or Trading Symbol
Luminar Technologies, Inc./DE [ LAZR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
9800 WILSHIRE BLVD.
3. Date of Earliest Transaction (MM/DD/YY)
01/20/2022
(Street)
BEVERLY HILLS, CA90212
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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, par value $0.0001 per share 01/20/2022 M 1,386,325 A $ 11.5 5,570,280 I See Footnotes( 1 )( 2 )
Class A Common Stock, par value $0.0001 per share 01/20/2022 F 985,885 D $ 16.17( 3 ) 4,584,395 I See Footnotes( 1 )( 2 )
Class A Common Stock, par value $0.0001 per share 12,692 D
Class A Common Stock, par value $0.0001 per share 152,534 I See Footnotes( 2 )( 4 )
Class A Common Stock, par value $0.0001 per share 248,145 I See Footnotes( 2 )( 5 )
Class A Common Stock, par value $0.0001 per share 150,000 I See Footnotes( 2 )( 6 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Warrants to Purchase Shares of Class A Common Stock $ 11.5 01/20/2022 M 1,386,325 01/02/2021 12/02/2025 Class A Common Stock, par value $0.0001 per share 1,386,325 $ 0 0 I See Footnotes( 1 )( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
AEG Holdings, LLC
9800 WILSHIRE BLVD.
BEVERLY HILLS, CA90212
X
Gores Alec E
6260 LOOKOUT ROAD
BOULDER, CO80301
X
Signatures
AEG HOLDINGS, LLC, By: /s/ Andrew McBride, Attorney-in-Fact 02/01/2022
Signature of Reporting Person Date
ALEC GORES, By: /s/ Andrew McBride, Attorney-in-Fact 02/01/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The securities reported in this transaction are held of record by AEG Holdings, LLC ("AEG" and, together with Alec Gores, the "Reporting Persons"). Alec Gores is the managing member of AEG. As such, Alec Gores may be deemed to have beneficial ownership of the securities beneficially owned by AEG.
( 2 )Because of the relationship among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.
( 3 )AEG exercised 1,386,325 warrants to purchase shares of Class A common stock of Luminar Technologies, Inc. (formerly known as Gores Metropoulos, Inc., the "Issuer") on a cashless basis. Pursuant to Section 3.3.1(c) of the Warrant Agreement, dated as of January 31, 2019, by and between the Issuer and Continental Stock Transfer & Trust Company (the "Warrant Agreement"), the number of shares of Class A common stock issuable upon exercise of the warrants was determined based upon the "Fair Market Value" (as defined in the Warrant Agreement) of the shares of Class A common stock. The "Fair Market Value" is defined as the average last sale price of the shares of Class A common stock for the ten (10) trading days ending on the third trading day prior to the date on which AEG exercised the warrants.
( 4 )The securities are held of record by the NBI Irrevocable Trust No. 4, a trust of which the beneficiary is one of the children of Mr. Gores who is a member of his household.
( 5 )The securities are held of record by the NBI Irrevocable Trust No. 5, a trust of which the beneficiary is one of the children of Mr. Gores who is a member of his household.
( 6 )The securities are held of record by the NBI Irrevocable Trust No. 6, a trust of which the beneficiary is one of the children of Mr. Gores who is a member of his household.

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