Sec Form 4 Filing - Reinvent Sponsor Y LLC @ Aurora Innovation, Inc. - 2021-11-03

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
Reinvent Sponsor Y LLC
2. Issuer Name and Ticker or Trading Symbol
Aurora Innovation, Inc. [ AUR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
FORMER 10% OWNER
(Last) (First) (Middle)
C/O REINVENT TECHNOLOGY PARTNERS Y, 215 PARK AVENUE, FLOOR 11
3. Date of Earliest Transaction (MM/DD/YY)
11/03/2021
(Street)
NEW YORK, NY10003
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 11/03/2021 C( 1 ) 6,883,086 ( 2 ) A 6,883,086 ( 2 ) D
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
Class B Ordinary Shares ( 3 ) 11/03/2021 J( 3 ) 17,434,414 ( 3 ) ( 3 ) Class A Common Stock 17,434,414 ( 3 ) 6,883,086 D
Class B Ordinary Shares ( 1 ) 11/03/2021 C( 1 ) 6,883,086 ( 1 ) ( 1 ) Class A Common Stock 6,883,086 ( 1 ) 0 D
Private Placement Warrants $ 11.5 11/03/2021 J( 4 ) 8,900,000 ( 4 ) ( 4 ) Class A Common Stock 8,900,000 $ 2.5 8,900,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Reinvent Sponsor Y LLC
C/O REINVENT TECHNOLOGY PARTNERS Y
215 PARK AVENUE, FLOOR 11
NEW YORK, NY10003
FORMER 10% OWNER
Signatures
/s/ David Cohen as attorney-in-fact for Reinvent Sponsor Y LLC 11/05/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On November 3, 2021, Reinvent Technology Partners Y (the former name of the Issuer) ("RTPY") consummated an initial business combination (the "Business Combination") with Aurora Innovation Holdings, Inc. (formerly known as Aurora Innovation, Inc.). Pursuant to the Business Combination, RTPY domesticated as a Delaware corporation and changed its name to "Aurora Innovation, Inc.", and each RTPY Class B ordinary share that was issued and outstanding as of immediately prior to the domestication was automatically converted into one share of the Issuer's Class A common stock upon the domestication. The reporting person resigned as a director of the Issuer upon consummation of the Business Combination.
( 2 )75% of such shares are subject to vesting in tranches of 1/3 if the volume weighted average price of the Issuer's shares of Class A common stock equals or exceeds $15.00, $17.50 or $20.00, respectively, for any 20 trading days within a 30 trading day period on or prior to November 3, 2031. On November 3, 2031, any unvested shares will be automatically forfeited. In the event the Issuer completes a transaction that results in a change of control, all unvested shares will vest immediately prior to the closing of such transaction.
( 3 )On November 3, 2021, pursuant to the terms of the Sponsor Agreement, dated as of July 14, 2021, by and among RTPY, Aurora and the reporting person, the reporting person forfeited 17,434,414 RTPY Class B ordinary shares as of immediately prior to the Domestication for no consideration.
( 4 )Represents Private Placement Warrants acquired from the Issuer in connection with the Issuer's initial public offering. Each warrant is exercisable for one share of the Issuer's Class A common stock at an exercise price of $11.50 per share, subject to certain adjustments. The warrants may be exercised commencing on December 3, 2021 and expire on November 3, 2026 or earlier upon redemption or liquidation.

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