Carl M. Eschenbach - 03 Nov 2021 Form 3 Insider Report for Aurora Innovation, Inc. (AUR)

Role: Director
Signature: By: /s/ Jung Yeon Son, Attorney-in-fact for Carl Eschenbach
Issuer symbol: AUR
Transactions as of: 03 Nov 2021
Net transactions value: $0
Form type: 3
Filing time: 19 Nov 2021, 16:47:24 UTC
Previous filing: 04 Nov 2021
Next filing: 13 Jan 2022
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	AUR	Class A Common Stock						335,000	03 Nov 2021	Sequoia Capital Global Growth Fund III - Endurance Partners, L.P.	F2, F3, F4
holding	AUR	Class A Common Stock						165,000	03 Nov 2021	Sequoia Capital U.S. Growth Fund VIII, L.P.	F2, F3, F4

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
holding	AUR	Class B Common Stock							03 Nov 2021	Class A Common Stock	23,493,189		Sequoia Capital Global Growth Fund III - Endurance Partners, L.P.	F1, F2, F3
holding	AUR	Class B Common Stock							03 Nov 2021	Class A Common Stock	11,746,572		Sequoia Capital U.S. Growth Fund VIII, L.P.	F1, F2, F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On November 3, 2021, upon the consummation of the business combination between Reinvent Technology Partners Y (the former name of the Issuer) and Aurora Innovation Holdings, Inc. (formerly Aurora Innovation, Inc.) ("Legacy Aurora"), each outstanding share of Legacy Aurora Class B stock was cancelled and converted into approximately 2.1708 shares of Class B common stock of the Issuer. Pursuant to the terms of the Issuer's certificate of incorporation (the "Charter"), each share of Issuer Class B common stock (i) is convertible at any time by the holder into one share of Issuer Class A common stock and (ii) automatically converts into one share of Issuer Class A common stock upon certain transfers, upon the death of the holder, or as otherwise set forth in the Charter.
F2	The Reporting Person is a director and stockholder of SC US (TTGP), Ltd. SC US (TTGP), Ltd. is (i) the general partner of SCGGF III - Endurance Partners Management, L.P., which is the general partner of Sequoia Capital Global Growth Fund III - Endurance Partners, L.P. ("GGF III"), and (ii) the general partner of SC U.S. Growth VIII Management, L.P., which is the general partner of Sequoia Capital U.S. Growth Fund VIII, L.P. ("GF VIII"). As a result, SC US (TTGP), Ltd. may be deemed to share voting and dispositive power with respect to the shares held by GF VIII and GGF III .
F3	(Continued from Footnote 2) The Reporting Person disclaims beneficial ownership of the securities included in this report, except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
F4	Reflects Issuer Class A common stock acquired from the Issuer pursuant to a Subscription Agreement in connection with the the Business Combination.