SEC FORM 4 SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
 
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
AEG Holdings, LLC

(Last) (First) (Middle)
9800 WILSHIRE BLVD.

(Street)
BEVERLY HILLS CA 90212

(City) (State) (Zip)
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 X 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
12/02/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 12/02/2020 A 2,003,290 A (1) 2,003,290 I See Footnote(2)(8)
Class A Common Stock 12/02/2020 M 8,932,500 A (3) 8,932,500 I See Footnote(4)(8)
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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 F Common Stock (5) 12/02/2020 J(6) 8,932,500 (5) (5) Class A Common Stock 8,932,500 (6) 8,932,500 I See Footnote(4)(8)
Warrants to Purchase Shares of Class A Common Stock $11.5 12/02/2020 J(7) 3,333,333 01/02/2021 12/02/2025 Class A Common Stock 3,333,333 (7) 3,333,333 I See Footnote(4)(8)
Class F Common Stock (5) 12/02/2020 M(3) 8,932,500 (5) (5) Class A Common Stock 8,932,500 (3) 0 I See Footnote(4)(8)
1. Name and Address of Reporting Person*
AEG Holdings, LLC

(Last) (First) (Middle)
9800 WILSHIRE BLVD.

(Street)
BEVERLY HILLS CA 90212

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Gores Alec E

(Last) (First) (Middle)
C/O AEG HOLDINGS, LLC
9800 WILSHIRE BLVD.

(Street)
BEVERLY HILLS CA 90212

(City) (State) (Zip)
Explanation of Responses:
1. On December 2, 2020, pursuant to that certain Agreement and Plan of Merger, dated as of August 24, 2020, by and among Gores Metropoulos, Inc. (the "Issuer"), Luminar Technologies, Inc., a Delaware corporation ("Luminar") and the other parties thereto, the Issuer completed its initial business combination. As a result of the initial business combination, the Issuer changed its name to Luminar Technologies, Inc. The shares of Class A common stock, par value $0.0001 per share ("Class A Shares") of the Issuer consist of Class A Shares issued in exchange for shares of Luminar acquired by AEG Holdings, LLC ("AEG") prior to the initial business combination. The issuance of the shares was approved by the Issuer's board of directors pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
2. The securities reported in this transaction are held of record by AEG. 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.
3. Upon the completion of the Issuer's initial business combination described in footnote 1 above, the Issuer's Class F Shares (as defined below) automatically converted into Class A Shares, as described in footnote 5 below.
4. The securities reported in this transaction are held of record by GM Sponsor, LLC ("GM"). AEG is the managing member of GM. As such, each of AEG and Alec Gores (the "Reporting Persons") may be deemed to have beneficial ownership of the securities beneficially owned by GM.
5. Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, shares of Class F common stock, par value $0.0001 per share (the "Class F Shares") have no expiration date and (i) are convertible into Class A Shares at any time at the option of the holder on a one-for-one basis and (ii) will automatically convert into Class A Shares at the time of the Issuer's initial business combination on a one-for-one basis, in each case, subject to adjustment as described under the heading "Description of Securities-Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-228739).
6. GM is a managing member of Gores Metropoulos Sponsor LLC ("Sponsor"). The Sponsor made an in-kind distribution of such shares of Class F Common Stock to each of its members pro rata in accordance with their respective pecuniary interests therein immediately prior to the Issuer's initial business combination. The receipt of such shares was exempt pursuant to Rule 16a-13 ("Rule 16a-13") under the Exchange Act.
7. The Sponsor made an in-kind distribution of such warrants to each of its members pro rata in accordance with their respective pecuniary interests therein immediately prior to the Issuer's initial business combination. The receipt of such warrants was exempt pursuant to Rule 16a-13.
8. 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 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.
Remarks:
By: /s/ Andrew McBride, Attorney-in-Fact for AEG Holdings, LLC 12/04/2020
By: /s/ Andrew McBride, Attorney-in-Fact for Alec Gores 12/04/2020
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
                                                                    Exhibit 99.1

                            Joint Filer Information

Name of Joint Filer:                      AEG Holdings, LLC

Address of Joint Filer:                   9800 Wilshire Blvd.
                                          Beverly Hills, CA 90212

Relationship of Joint Filer to Issuer:    10% Owner; Director

Issuer Name and Ticker or Trading Symbol: Luminar Technologies, Inc. [LAZR]

Date of Event Requiring Statement:
(Month/Day/Year):                         12/2/2020

Designated Filer:                         AEG Holdings, LLC


Name of Joint Filer:                      Alec Gores

Address of Joint Filer:                   c/o AEG Holdings, LLC
                                          9800 Wilshire Blvd.
                                          Beverly Hills, CA 90212

Relationship of Joint Filer to Issuer:    10% Owner; Director; Officer
                                          (Chief Executive Officer)

Issuer Name and Ticker or Trading Symbol: Luminar Technologies, Inc. [LAZR]

Date of Event Requiring Statement:
(Month/Day/Year):                         12/2/2020

Designated Filer:                         AEG Holdings, LLC