4//SEC Filing
Metropoulos C. Dean 4
Accession 0000950142-20-002694
CIK 0001758057other
Filed
Dec 3, 7:00 PM ET
Accepted
Dec 4, 6:38 PM ET
Size
18.8 KB
Accession
0000950142-20-002694
Insider Transaction Report
Form 4
Metropoulos C. Dean
DirectorChairman10% Owner
Transactions
- Award
Class A Common Stock
2020-12-02+99,993→ 99,993 total(indirect: By Trust) - Other
Warrants to Purchase Shares of Class A Common Stock
2020-12-02+3,333,333→ 3,333,333 total(indirect: See Footnotes)Exercise: $11.50From: 2021-01-02Exp: 2025-12-02→ Class A Common Stock (3,333,333 underlying) - Exercise/Conversion
Class A Common Stock
2020-12-02+992,500→ 992,500 total(indirect: See Footnotes) - Exercise/Conversion
Class F Common Stock
2020-12-02−992,500→ 0 total(indirect: See Footnotes)→ Class A Common Stock (992,500 underlying) - Other
Class F Common Stock
2020-12-02+992,500→ 992,500 total(indirect: See Footnotes)→ Class A Common Stock (992,500 underlying)
HRM Holdings LLC
Director10% Owner
Transactions
- Exercise/Conversion
Class F Common Stock
2020-12-02−992,500→ 0 total(indirect: See Footnotes)→ Class A Common Stock (992,500 underlying) - Other
Class F Common Stock
2020-12-02+992,500→ 992,500 total(indirect: See Footnotes)→ Class A Common Stock (992,500 underlying) - Other
Warrants to Purchase Shares of Class A Common Stock
2020-12-02+3,333,333→ 3,333,333 total(indirect: See Footnotes)Exercise: $11.50From: 2021-01-02Exp: 2025-12-02→ Class A Common Stock (3,333,333 underlying) - Award
Class A Common Stock
2020-12-02+99,993→ 99,993 total(indirect: By Trust) - Exercise/Conversion
Class A Common Stock
2020-12-02+992,500→ 992,500 total(indirect: See Footnotes)
Footnotes (7)
- [F1]On December 2, 2020, pursuant to that certain Agreement and Plan of Merger, dated as of August 24, 2020, by and among Gores Metropoulos, Inc. (the "Issuer"), Luminar Technologies, Inc., a Delaware corporation ("Luminar") and the other parties thereto, the Issuer completed its initial business combination. The shares of Class A common stock, par value $0.0001 per share ("Class A Shares") of the Issuer consist of Class A Shares issued in exchange for shares of Luminar Series X Preferred Stock acquired by a trust for the benefit of Mr. Metropoulos prior to the initial business combination. The issuance of the shares was approved by the Issuer's board of directors pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
- [F2]Upon the completion of the Issuer's initial business combination described in footnote 1 above, the Issuer's Class F Shares (as defined below) automatically converted into Class A Shares, as described in footnote 4 below.
- [F3]The securities reported in this transaction are held of record by HRM Holdings LLC (?HRM?). Mr. Metropoulos is the managing member of HRM Holdings LLC and various trusts for the benefit of Mr. Metropoulos and members of his immediate family are the members of HRM.
- [F4]Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, shares of Class F common stock, par value $0.0001 per share (the ?Class F Shares?) have no expiration date and automatically converted into Class A Shares at the time of the Issuer's initial business combination on a one-for-one basis, in each case, subject to adjustment as described under the heading ?Description of Securities?Founder Shares? in the Issuer's registration statement on Form S-1 (File No. 333-228739).
- [F5]HRM is a managing member of Gores Metropoulos Sponsor LLC (?Sponsor?). The Sponsor made an in-kind distribution of such shares of Class F Common Stock to each of its members pro rata in accordance with their respective pecuniary interests therein immediately prior to the Issuer?s initial business combination. The receipt of such shares was exempt pursuant to Rule 16a-13 (?Rule 16a-13?) under the Exchange Act.
- [F6]The Sponsor made an in-kind distribution of such warrants to each of its members pro rata in accordance with their respective pecuniary interests therein immediately prior to the Issuer?s initial business combination. The receipt of such warrants was exempt pursuant to Rule 16a-13.
- [F7]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 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.
Documents
Issuer
Luminar Technologies, Inc./DE
CIK 0001758057
Entity typeother
Related Parties
1- filerCIK 0001690023
Filing Metadata
- Form type
- 4
- Filed
- Dec 3, 7:00 PM ET
- Accepted
- Dec 4, 6:38 PM ET
- Size
- 18.8 KB