Uber Technologies, Inc - 20 May 2025 Form 4 Insider Report for Aurora Innovation, Inc. (AUR)

Source evidence Original filing metadata and source links for verification. 5 source fields
SEC form
4
Accepted by SEC
22 May 2025, 16:15:58 UTC
Prior SEC filing
24 May 2024
Next SEC filing
20 Apr 2026
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Terra Castaldi, Associate General Counsel, Corporate Legal and Assistant Corporate Secretary

Key filing fact

Uber Technologies, Inc filed Form 4 for Aurora Innovation, Inc. (AUR) on 22 May 2025.

Key facts

  • This page summarizes Uber Technologies, Inc's Form 4 filing for Aurora Innovation, Inc. (AUR).
  • 1 reported transaction and 1 derivative row are listed below.
  • Accepted by SEC: 22 May 2025, 16:15.

Change

  • Previous filing in this sequence was filed on 24 May 2024.
  • Current net transaction value: -$1,150,000,000.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reporting Owners (1)

CIK 0001543151 Primary reporting owner

Uber Technologies, Inc

Relationship
10%+ Owner
Address
1725 3RD STREET, SAN FRANCISCO
Signature
/s/ Terra Castaldi, Associate General Counsel, Corporate Legal and Assistant Corporate Secretary
Signature date
22 May 2025

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

AUR transaction Derivative

0% Exch. Sr. Notes due 2028 (obligation to sell)

Sale

Transaction value
$1,150,000,000
Shares
Change %
Price
Shares after
$1,150,000,000
Date
20 May 2025
Ownership
Direct
Underlying class
Class A common stock
Underlying amount
157,103,800
Exercise price
Footnotes
F1, F2, F3, F4, F5
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 5 footnotes

Footnote F1

On May 20, 2025, the Reporting Person sold $1,150,000,000 aggregate principal amount of its 0.0% exchangeable senior notes due 2028 (the "Notes") to an investment bank acting as initial purchaser in a private placement pursuant to Rule 144A. The Notes were issued pursuant to an indenture, dated May 20, 2025 (the "Indenture"), among the Reporting Person, the Reporting Person's indirect wholly owned subsidiary, Neben Holdings, LLC (the "Guarantor"), and a trustee. The Notes will be exchangeable into cash, or, subject to the satisfaction of certain share delivery conditions, shares of Class A common stock of the Issuer, or a combination of cash and shares of Class A common stock of the Issuer, at the Reporting Person's election. The exchange rate will initially be 117.6471 shares of Class A common stock of the Issuer per $1,000 principal amount of Notes (equivalent to an initial exchange price of approximately $8.50 per share of Class A common stock of the Issuer).

Footnote F2

Subject to the terms and conditions described in the Indenture, the Notes are immediately exchangeable. The exchange rate will be subject to adjustment in some events. In addition, following certain corporate events that occur prior to the maturity date or if the Reporting Person delivers a notice of redemption, the Reporting Person will, in certain circumstances, increase the exchange rate for a holder who elects to exchange its notes in connection with such a corporate event or exchange its Notes called (or deemed called) for redemption during the related redemption period, as the case may be.

Footnote F3

If (i) the Reporting Person undergoes an "Uber fundamental change" (as defined in the Indenture), (ii) the Issuer undergoes an "Aurora fundamental change" (as defined in the Indenture) or (iii) a "share ownership event" (as defined in the Indenture) with respect to the Reporting Person's ownership of the Class A common stock of the Issuer occurs, then, in each case, subject to certain conditions and limited exceptions, holders may require the Reporting Person to repurchase for cash all or any portion of their Notes at a repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid special interest, if any, to, but excluding, the fundamental change repurchase date.

Footnote F4

Transaction was reported on Form 8-K filed by the Reporting Person with the Securities and Exchange Commission ("SEC") on May 20, 2025 and Schedule 13D/A filed by the Reporting Person with the SEC on May 22, 2025.

Footnote F5

Neben Holdings, LLC, a wholly-owned indirect subsidiary of the Reporting Person, is the record holder of the Class A common stock of the Issuer.

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