| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | LAZR | Class A common stock | Other | $0 | +40.4K | +4041.2% | $0.00 | 41.4K | Oct 26, 2021 | By Crescent Cove Luminar SPV, LLC | F1, F2, F3, F4, F5 |
| transaction | LAZR | Class A common stock | Other | $0 | +17K | $0.00 | 17K | Oct 26, 2021 | By Crescent Cove Capital LP | F1, F2, F3, F4, F5 | |
| holding | LAZR | Class A common stock | 143K | Oct 26, 2021 | By CC Holdings IV, LLC | F5 | |||||
| holding | LAZR | Class A common stock | 854K | Oct 26, 2021 | By Crescent Cove Capital II LP | F5 | |||||
| holding | LAZR | Class A common stock | 675K | Oct 26, 2021 | By Crescent Cove Opportunity Fund LP | F5 | |||||
| holding | LAZR | Class A common stock | 40.1K | Oct 26, 2021 | By CC Holdings I LLC | F5 | |||||
| holding | LAZR | Class A common stock | 7.11K | Oct 26, 2021 | By CC Holdings IX Co-Invest Fund, LP | F5 | |||||
| holding | LAZR | Class A common stock | 34.8K | Oct 26, 2021 | By Crescent Cove LTI-SPV, LP | F5 | |||||
| holding | LAZR | Class A common stock | 263K | Oct 26, 2021 | By Crescent Cove Opportunity Foreign Intermediary, LLC | F5, F7 | |||||
| holding | LAZR | Class A common stock | 464K | Oct 26, 2021 | By Heng Zhao JT Revocable Trust | F6 | |||||
| holding | LAZR | Class A common stock | 0 | Oct 26, 2021 | By Crescent Cove Opportunity Fund B LP | F5, F7 | |||||
| holding | LAZR | Class A common stock | 0 | Oct 26, 2021 | By Crescent Cove Capital I LP | F5, F6 | |||||
| holding | LAZR | Class A common stock | 18.6K | Oct 26, 2021 | Direct |
| Id | Content |
|---|---|
| F1 | On October 26, 2021, 40,412 shares of Class A common stock of the Issuer were issued to Crescent Cove Luminar SPV, LLC and 17,018 shares of Class A common stock of the Issuer were issued to Crescent Cove Capital LP, in each case 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) |
| F2 | 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) |
| F3 | (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. (continued in footnote 4) |
| F4 | 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. |
| F5 | 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. |
| F6 | On September 17, 2021, Crescent Cove Capital I LP made an in-kind distribution of the shares of Class A common stock of the Issuer pro rata to its partners. After such distribution, Crescent Cove Capital I LP ceased to own any shares of Class A common stock of the Issuer. As a result of such in-kind distribution, Heng Zhao JT Revocable Trust acquired 144,732 shares of Class A common stock of the Issuer from Crescent Cove Capital I LP. In prior reports, the reporting person reported indirect beneficial ownership of all shares of Class A common stock held by Crescent Cove Capital I LP. |
| F7 | On October 26, 2021, Crescent Cove Opportunity Fund B LP transferred 257,538 shares of Class A common stock of the Issuer to Crescent Cove Opportunity Foreign Intermediary, LLC. |