SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Under the Securities Exchange Act of 1934
(Amendment No. 3) *
LUMINAR TECHNOLOGIES, INC.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
c/o Luminar Technologies, Inc.
2603 Discovery Drive, Suite 100
Orlando, FL 32826
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 21, 2021
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §240.13d-1(e), §240.13d-(f) or §240.13d-1(g), check the following box: o
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 550424 105
|Name of Reporting Person|
|2.||Check the Appropriate Box if a Member of a Group|
|3.||SEC Use Only|
|4.||Source of Funds (See Instructions)|
|5.||Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)||¨|
|6.||Citizenship or Place of Organization|
|Number of Shares Beneficially Owned by Each Reporting Person With||7.||Sole Voting Power|
|8.||Shared Voting Power|
|9.||Sole Dispositive Power|
|10.||Shared Dispositive Power|
|11.||Aggregate Amount Beneficially Owned by Each Reporting Person|
|12.||Check if the Aggregate Amount in Row (11) Excludes Certain Shares||o|
|13.||Percent of Class Represented by Amount in Row (11)|
|14.||Type of Reporting Person|
(1) Represents shares of Class B Common Stock. The Class B Common Stock is convertible into shares of Class A Common Stock on a one-to-one basis at any time at the option of the holder upon written notice to the Issuer. In addition, the Class B Common Stock will automatically convert into shares of Class A Common Stock immediately prior to the close of business on the earliest to occur of certain events specified in the Issuer’s Second Amended and Restated Certificate of Incorporation.
(2) Based on the aggregate of 361,554,470 shares of Common Stock of the Issuer as of November 5, 2021, as reported in the Form 10-Q filed by the Issuer with the Securities and Exchange Commission on November 15, 2021 (the “Form 10-Q”), which included 259,965,800 shares of Class A Common Stock and 101,588,670 shares of Class B Common Stock.
(3) The aggregate number of shares of Class B Common Stock beneficially owned by the Reporting Person as set forth above are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person.
(4) Each share of Class A Common Stock is entitled to one vote and each share of Class B Common Stock is entitled to ten votes. There were 101,588,670 shares of Class B Common Stock outstanding as of November 5, 2021, as reported in the Form 10-Q, or 97,088,670 shares of Class B Common Stock after the conversion reported herein.
Preliminary Note This Amendment No. 3, dated December 27, 2021 (this “Amendment No. 3”), supplements and amends the Schedule 13D filed on February 16, 2021 (as amended by Amendment No.1, dated July 2, 2021, and Amendment No.2, dated August 13, 2021 and further amended and supplemented to date, the “Schedule 13D”) relating to shares of Class A Common Stock, $0.0001 par value per share (the “Class A Common Stock”) and shares of Class B Common Stock, $0.0001 par value per share (the “Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”), of Luminar Technologies, Inc., a Delaware corporation (the “Company”). Capitalized terms used in this Amendment No. 3 and not otherwise defined herein shall have the same meanings ascribed to them in the Schedule 13D.
Item 4. Purposes of Transactions
Item 4 of the Schedule 13D is hereby amended and supplemented by inserting the following text at the end thereof.
Effective December 21, 2021, the Reporting Person donated 4,500,000 shares of Class A Common Stock to Central Florida Foundation, Inc., an accredited 501(c)(3) community foundation and public charity (the “Foundation”). This disposition is a charitable donation to the Foundation. Commensurate with a prior convertible note transaction the donation is subject to a lock-up agreement that expires on February 12, 2022. The Foundation has also informed the Reporting Person that it does not anticipate immediate liquidation and expects the sale of shares will be over a multi-year period.
On December 21, 2021, the Reporting Person and Morgan Stanley Private Wealth Management (MSPWM) entered into a 10b5-1 Plan, pursuant to which MSPWM is authorized to purchase, for the account of the Reporting Person, Class A Common Stock of the Issuer, subject to the satisfaction of certain conditions and restrictions set forth in the 10b5-1 Plan. MSPWM is authorized to commence purchases in accordance with the 10b5-1 Plan on or after January 21, 2022 and to terminate purchases on January 20, 2023, or such earlier date as set forth in the 10b5-1 Plan.
Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is amended and restated in its entirety by inserting the following information:
(a) - (b) The Reporting Person has beneficial ownership of 97,088,670 shares of Common Stock. The percentage of beneficial ownership is approximately 26.9% of the outstanding shares of the Common Stock. The percentage of the Common Stock is based on the aggregate of 361,554,470 shares of Common Stock of the Issuer as of November 5, 2021, as reported in the Form 10-Q.
The Reporting Person has the sole power to dispose or direct the disposition of all shares of the Common Stock that the Reporting Person beneficially owned as of December 27, 2021.
(c) Except as described in Item 3, the Reporting Person has not effected any transactions in the Common Stock in the past 60 days.
(d) - (e) Not applicable.
After reasonable inquiry and to the best of my knowledge and belief, I hereby certify that the information set forth in this statement is true, complete and correct.
|Date: December 27, 2021||By:||/s/ Austin Russell|