AEG Holdings, LLC - Jan 20, 2022 Form 4 Insider Report for Luminar Technologies, Inc./DE (LAZR)

Role
Director
Signature
AEG HOLDINGS, LLC, By: /s/ Andrew McBride, Attorney-in-Fact
Stock symbol
LAZR
Transactions as of
Jan 20, 2022
Transactions value $
$977
Form type
4
Date filed
2/1/2022, 05:44 PM
Previous filing
Dec 20, 2021
Next filing
Jun 9, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction LAZR Class A Common Stock, par value $0.0001 per share Options Exercise $15.9M +1.39M +33.13% $11.50 5.57M Jan 20, 2022 See Footnotes F1, F2
transaction LAZR Class A Common Stock, par value $0.0001 per share Tax liability -$15.9M -986K -17.7% $16.17 4.58M Jan 20, 2022 See Footnotes F1, F2, F3
holding LAZR Class A Common Stock, par value $0.0001 per share 12.7K Jan 20, 2022 Direct
holding LAZR Class A Common Stock, par value $0.0001 per share 153K Jan 20, 2022 See Footnotes F2, F4
holding LAZR Class A Common Stock, par value $0.0001 per share 248K Jan 20, 2022 See Footnotes F2, F5
holding LAZR Class A Common Stock, par value $0.0001 per share 150K Jan 20, 2022 See Footnotes F2, F6

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction LAZR Warrants to Purchase Shares of Class A Common Stock Options Exercise $0 -1.39M -100% $0.00* 0 Jan 20, 2022 Class A Common Stock, par value $0.0001 per share 1.39M $11.50 See Footnotes F1, F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The securities reported in this transaction are held of record by AEG Holdings, LLC ("AEG" and, together with Alec Gores, the "Reporting Persons"). 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.
F2 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 Securities Exchange Act of 1934, as amended (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.
F3 AEG exercised 1,386,325 warrants to purchase shares of Class A common stock of Luminar Technologies, Inc. (formerly known as Gores Metropoulos, Inc., the "Issuer") on a cashless basis. Pursuant to Section 3.3.1(c) of the Warrant Agreement, dated as of January 31, 2019, by and between the Issuer and Continental Stock Transfer & Trust Company (the "Warrant Agreement"), the number of shares of Class A common stock issuable upon exercise of the warrants was determined based upon the "Fair Market Value" (as defined in the Warrant Agreement) of the shares of Class A common stock. The "Fair Market Value" is defined as the average last sale price of the shares of Class A common stock for the ten (10) trading days ending on the third trading day prior to the date on which AEG exercised the warrants.
F4 The securities are held of record by the NBI Irrevocable Trust No. 4, a trust of which the beneficiary is one of the children of Mr. Gores who is a member of his household.
F5 The securities are held of record by the NBI Irrevocable Trust No. 5, a trust of which the beneficiary is one of the children of Mr. Gores who is a member of his household.
F6 The securities are held of record by the NBI Irrevocable Trust No. 6, a trust of which the beneficiary is one of the children of Mr. Gores who is a member of his household.