Sec Form 4 Filing - Hoffman Reid @ Aurora Innovation, Inc. - 2024-02-29

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
Hoffman Reid
2. Issuer Name and Ticker or Trading Symbol
Aurora Innovation, Inc. [ AUR]
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)
C/O AURORA INNOVATION, INC., 1654 SMALLMAN STREET
3. Date of Earliest Transaction (MM/DD/YY)
02/29/2024
(Street)
PITTSBURGH, PA15222
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 02/29/2024 S 900,000 D $ 2.5215 ( 1 ) 8,344,128 ( 2 ) I See Footnotes ( 3 ) ( 4 )
Class A Common Stock 02/29/2024 S 50,000 D $ 2.5215 ( 1 ) 463,564 I See Footnotes ( 3 ) ( 5 )
Class A Common Stock 02/29/2024 S 50,000 D $ 2.5215 ( 1 ) 463,563 I See Footnotes ( 3 ) ( 6 )
Class A Common Stock 03/01/2024 S 72,000 D $ 2.593 ( 7 ) 8,272,128 I See Footnotes ( 3 ) ( 4 )
Class A Common Stock 03/01/2024 S 4,000 D $ 2.593 ( 7 ) 459,564 I See Footnotes ( 3 ) ( 5 )
Class A Common Stock 03/01/2024 S 4,000 D $ 2.593 ( 7 ) 459,563 I See Footnotes ( 3 ) ( 6 )
Class A Common Stock 1,000,000 I See Footnote ( 8 )
Class A Common Stock 6,883,086 I See Footnote ( 9 )
Class A Common Stock 674,719 I See Footnote ( 10 )
Class A Common Stock 212,172 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hoffman Reid
C/O AURORA INNOVATION, INC.
1654 SMALLMAN STREET
PITTSBURGH, PA15222
X
Signatures
/s/ Yijun Han, Attorney-in-fact for Reid Hoffman 03/01/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Weighted average price. This transaction was executed in multiple trades at prices ranging from $2.5200 to $2.5750, inclusive. The reporting person undertakes to provide the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
( 2 )The number of Class A Common Stock beneficially owned by the reporting person following this sale has been decreased by one share to account for a computational error for a sale which was originally reported by the reporting person in a Form 4 filed on February 22, 2024.
( 3 )Greylock 15 GP LLC ("Greylock LLC") is the general partner of each of Greylock 15 Limited Partnership ("Greylock 15"), Greylock 15 Principals Limited Partnership ("Greylock Principals"), and Greylock 15-A Limited Partnership ("Greylock 15-A"). By virtue of being a managing member of Greylock LLC, the reporting person may be deemed a beneficial owner of the securities held by Greylock 15, Greylock Principals, and Greylock 15-A. The reporting person disclaims beneficial ownership of the securities held by Greylock 15, Greylock Principals, and/or Greylock 15-A, except to the extent of his pecuniary interest therein.
( 4 )Reflects securities held directly by Greylock 15.
( 5 )Reflects securities held directly by Greylock 15 Principals.
( 6 )Reflects securities held directly by Greylock 15-A.
( 7 )Weighted average price. This transaction was executed in multiple trades at prices ranging from $2.5600 to $2.6200, inclusive. The reporting person undertakes to provide the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
( 8 )Reflects securities held by Reprogrammed Interchange LLC ("Reprogrammed"). The reporting person may be deemed a beneficial owner of securities held by Reprogrammed by virtue of his shared control over and indirect pecuniary interest in Reprogrammed. The reporting person disclaims beneficial ownership of the securities held by Reprogrammed, except to the extent of his pecuniary interest therein.
( 9 )Reflects securities held directly by Reinvent Sponsor Y LLC (the "Sponsor"). The reporting person may be deemed a beneficial owner of securities held by the Sponsor by virtue of his shared control over and indirect pecuniary interest in the Sponsor. The reporting person disclaims beneficial ownership of the securities held by the Sponsor, except to the extent of his pecuniary interest therein.
( 10 )Reflects securities held by Programmable Exchange LLC ("Programmable"). The reporting person may be deemed a beneficial owner of securities held by Programmable by virtue of his voting and investment power over such securities. The reporting person disclaims beneficial ownership of the securities held by Programmable, except to the extent of his pecuniary interest therein.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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