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
 
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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*
Heng Jun Hong

(Last) (First) (Middle)
C/O LUMINAR TECHNOLOGIES, INC.
2603 DISCOVERY DRIVE, SUITE 100

(Street)
ORLANDO FL 32826

(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 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/11/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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 08/11/2021 A(1)(2)(3)(4) 138,282 A $0.00 143,423 I By CC Holdings IV, LLC(5)
Class A Common Stock 08/11/2021 A(1)(2)(3)(4) 11,629 A $0.00 853,995 I By Crescent Cove Capital II LP(5)
Class A Common Stock 08/11/2021 A(1)(2)(3)(4) 18,722 A $0.00 675,435 I By Crescent Cove Opportunity Fund LP(5)
Class A Common Stock 08/11/2021 A(1)(2)(3)(4) 40,130 A $0.00 40,130 I By CC Holdings I LLC(5)
Class A Common Stock 08/11/2021 A(1)(2)(3)(4) 7,107 A $0.00 7,107 I By CC Holdings IX Co-Invest Fund, LP(5)
Class A Common Stock 08/11/2021 A(1)(2)(3)(4) 34,786 A $0.00 34,786 I By Crescent Cove LTI-SPV, LP(5)
Class A Common Stock 08/11/2021 A(1)(2)(3)(4) 5,167 A $0.00 5,167 I By Crescent Cove Opportunity Foreign Intermediary, LLC(5)
Class A Common Stock 319,170 I By Heng Zhao JT Revocable Trust
Class A Common Stock 257,538 I By Crescent Cove Opportunity Fund B LP(5)
Class A Common Stock 1,000 I By Crescent Cove Luminar SPV LLC(5)
Class A Common Stock 568,800 I By Crescent Cove Capital I LP(5)
Class A Common Stock 18,559 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 (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
Explanation of Responses:
1. On August 11, 2021, shares of Class A common stock of the Issuer were issued pursuant to an "earn-out" provision in that certain Agreement and Plan of Merger, dated as of August 24, 2020 (the "Merger Agreement"), by and among the Issuer (formerly Gores Metropoulos, Inc.), Luminar Technologies, Inc., a Delaware corporation ("Legacy Luminar") and the other parties thereto. The Merger Agreement provided that the shareholders of Legacy Luminar would receive additional shares of the Issuer's Class A common stock or Class B common stock, for no additional consideration, following each of six Triggering Events (as defined in the Merger Agreement) that occur within five years of the Lockup Expiration Date (as defined in the Merger Agreement). (continued in footnote 2)
2. The six "Triggering Events" are (i) the date on which the volume-weighted average closing sale price of the Issuer's Class A Common Stock (the "Closing Price") is greater than or equal to $13.00 for any twenty trading days within any forty consecutive trading day period; (ii) the date on which the Closing Price is greater than or equal to $16.00 for any twenty trading days within any forty consecutive trading day period; (iii) the date on which the Closing Price is greater than or equal to $19.00 for any twenty trading days within any forty consecutive trading day period; (continued in footnote 3)
3. (iv) the date on which the Closing Price is greater than or equal to $22.00 for any twenty trading days within any forty consecutive trading day period; (v) the date on which the Closing Price is greater than or equal to $25.00 for any twenty trading days within any forty consecutive trading day period; and (vi) the date on which the Closing Price is greater than or equal to $28.00 for any twenty trading days within any forty consecutive trading day period. The first four Triggering Events occurred on the same date, and pursuant to the terms of the Merger Agreement, the earnout shares reported on this Form 4 were issued on August 11, 2021. (continued in footnote 4)
4. The number of shares issuable pursuant to the earn-out right was determined pursuant to a formula set forth in the Merger Agreement. The reporting person's right to receive additional shares subject to the terms of the Merger Agreement became fixed and irrevocable on December 2, 2020, the effective date of the merger.
5. Crescent Cove Capital GP, LLC, Crescent Cove Capital II GP, LLC, and Crescent Cove Opportunity GP, LP (collectively "General Partner") are the general partner of the Crescent Cove entities. Crescent Cove Capital Management, LLC and Crescent Cove Advisors, LP (collectively "Investment Manager") are the investment manager of the Crescent Cove entities. Mr. Heng is the managing member of the General Partner and the Investment Manager of Crescent Cove entities, and therefore, may be deemed to hold voting and dispositive power over the shares held by Crescent Cove entities.
Remarks:
/s/ Alan Prescott, as Attorney-in-Fact 08/13/2021
** 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).
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