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Aurora Innovation (AUR)

Filed: 14 Nov 21, 7:00pm
SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed 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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1. Name and Address of Reporting Person*
Volpi Michelangelo

(Last) (First) (Middle)
AURORA INNOVATION, INC.
50 33RD STREET

(Street)
PITTSBURGH PA 15201

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
11/03/2021
3. Issuer Name and Ticker or Trading Symbol
Aurora Innovation, Inc. [ AUR ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock 492,500 I By Index Ventures Growth III (Jersey) L.P.(1)
Class A Common Stock 7,500 I By Yucca (Jersey) SLP(2)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock (3) (3) Class A Common Stock 37,342,994 (3) I By Index Ventures Growth III (Jersey) L.P.(1)
Class B Common Stock (3) (3) Class A Common Stock 568,654 (3) I By Yucca (Jersey) SLP(2)
Explanation of Responses:
1. Shares held by Index Ventures Growth III (Jersey) L.P. ("Index Growth III"). Index Venture Growth Associates III Limited ("IVGA III") is the managing general partner of Index Growth III. The Reporting Person is a General Partner within the Index Ventures group. Advisors within the Index Ventures group provide advice to Index Growth III. The Reporting Person disclaims Section 16 beneficial ownership of these securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose.
2. Shares held by Yucca (Jersey) SLP ("Yucca"). Yucca is the administrator of the Index co-investment vehicles that are contractually required to mirror the relevant Fund's investment in the issuer (in this case, Index Growth III). The Reporting Person disclaims Section 16 beneficial ownership of these securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose.
3. The shares of Class B Common Stock are convertible at any time at the option of the holder into shares of Class A Common Stock on a one-for-one basis, subject to certain exceptions, and will automatically convert into Class A Common Stock upon the occurrence of certain events as set forth in the Issuer's certificate of incorporation.
Remarks:
Immediately following the effective time of the merger contemplated by the Merger Agreement by and among the Issuer, RTPY Merger Sub, Inc. and Aurora Innovation Holdings, Inc., the Reporting Person was appointed to the board of directors of the Issuer.
/s/ Michelangelo Volpi 11/15/2021
** 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 5 (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.