FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIPFiled 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Luminar Technologies, Inc./DE [ LAZR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/14/2022 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | |||
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Code | V | Amount | (A) or (D) | Price | ||||||
Class A common stock | 02/14/2022 | S(1) | 132,000 | D | $15.4692(1) | 331,902 | I | By Heng Zhao JT Revocable Trust | ||
Class A common stock | 1,603,955 | I | By Press Room LLC(3) | |||||||
Class A common stock | 41,412 | I | By Crescent Cove Luminar SPV, LLC(2) | |||||||
Class A common stock | 17,018 | I | By Crescent Cove Capital LP(2) | |||||||
Class A common stock | 143,423 | I | By CC Holdings IV, LLC(2) | |||||||
Class A common stock | 853,995 | I | By Crescent Cove Capital II LP(2) | |||||||
Class A common stock | 675,435 | I | By Crescent Cove Opportunity Fund LP(2) | |||||||
Class A common stock | 40,130 | I | By CC Holdings I LLC(2) | |||||||
Class A common stock | 7,107 | I | By CC Holdings IX Co-Invest Fund, LP(2) | |||||||
Class A common stock | 34,786 | I | By Crescent Cove LTI-SPV, LP(2) | |||||||
Class A common stock | 262,705 | I | By Crescent Cove Opportunity Foreign Intermediary, LLC(2) | |||||||
Class A common stock | 18,559 | D |
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) | ||||
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
1. The sales reported were effected pursuant to a Rule 10b5-1 trading plan adopted by The Heng Zhao JT Revocable Trust, a trust owned by the reporting person and his wife, on December 16, 2021. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $15.07 to $15.90, inclusive. The reporting person undertakes to provide to Luminar Technologies, Inc., any security holder of Luminar Technologies, Inc., 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 ranges set forth in this footnote. |
2. Crescent Cove Capital GP, LLC, Crescent Cove Capital II GP, LLC, and Crescent Cove Opportunity GP, LP (collectively "General Partner") are the general partners of the Crescent Cove entities. Crescent Cove Capital Management, LLC and Crescent Cove Advisors, LP (collectively "Investment Manager") are the investment managers of the Crescent Cove entities. Mr. Heng is the managing member of the General Partner and the Investment Manager of the Crescent Cove entities, and therefore, may be deemed to hold voting and dispositive power over the shares held by the Crescent Cove entities. |
3. The reporting person manages Press Room LLC, and may be deemed to hold voting and dispositive power over the shares held by Press Room LLC. The reporting person disclaims beneficial ownership of the shares held by Press Room LLC. |
/s/ Jun Hong Heng | 02/16/2022 | |
** 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.