Amended Statement of Changes in Beneficial Ownership (4/a)
15 Março 2022 - 2:51PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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
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Heng Jun Hong |
2. Issuer Name and Ticker or Trading Symbol
Luminar Technologies, Inc./DE
[
LAZR
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O LUMINAR TECHNOLOGIES, INC., 2603 DISCOVERY DRIVE, SUITE 100 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/10/2022 |
(Street)
ORLANDO, FL 32826
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
3/11/2022 |
6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A common stock | 3/10/2022 | | J(1)(2)(3) | | 20317 | A | $0 | 20317 | I | By Crescent Cove Capital GP, LLC |
Class A common stock | 3/10/2022 | | J(1)(2)(3) | | 18971 | D | $0 | 1346 | I | By Crescent Cove Capital GP, LLC |
Class A common stock | 3/10/2022 | | J(1)(2)(3) | | 1346 | D | $0 | 0 | I | By Crescent Cove Capital GP, LLC |
Class A common stock | 3/10/2022 | | J(1)(2)(4) | | 14614 | A | $0 | 14614 | I | By Crescent Cove Capital GP II LLC |
Class A common stock | 3/10/2022 | | J(1)(2)(4) | | 6584 | D | $0 | 8030 | I | By Crescent Cove Capital GP II LLC |
Class A common stock | 3/10/2022 | | J(1)(2)(4) | | 8030 | D | $0 | 0 | I | By Crescent Cove Capital GP II LLC |
Class A common stock | 3/10/2022 | | J(1)(2)(5) | | 737 | A | $0 | 737 | I | By Crescent Cove Opportunity GP, LP |
Class A common stock | 3/10/2022 | | J(1)(2)(5) | | 664 | D | $0 | 73 | I | By Crescent Cove Opportunity GP, LP |
Class A common stock | 3/10/2022 | | J(1)(2)(5) | | 73 | D | $0 | 0 | I | By Crescent Cove Opportunity GP, LP |
Class A common stock | 3/10/2022 | | J(1)(2)(6) | | 1036 | A | $0 | 1036 | I | By Crescent Cove SPV GP, LLC |
Class A common stock | 3/10/2022 | | J(1)(2)(6) | | 700 | D | $0 | 336 | I | By Crescent Cove SPV GP, LLC |
Class A common stock | 3/10/2022 | | J(1)(2)(6) | | 336 | D | $0 | 0 | I | By Crescent Cove SPV GP, LLC |
Class A common stock | 3/10/2022 | | J(7) | | 26919 | A | $0 | 358821 | I | By the Heng Zhao JT Revocable Trust |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
(1) | On March 11, 2022, the reporting person filed a Form 4 (the "Prior Report"). In the Prior Report, footnotes 8, 10, 14, 16 and 19 state that the relevant entity distributed the applicable number of shares to its general partner for no consideration. Footnote 5 of the Prior Report states that the relevant general partner distributed the applicable number of shares to the Heng Zhao JT Revocable Trust for no consideration. |
(2) | The Prior Report inadvertently did not name or include the holdings of the relevant general partner in Table I after the distributions described in the Prior Report. This amendment is being filed to report such name and holdings. The reporting person is the managing member of each of Crescent Cove Capital GP II LLC, Crescent Cove Capital GP, LLC, Crescent Cove Opportunity GP, LP, and Crescent Cove SPV GP, LLC and therefore may be deemed to hold voting and dispositive power over the shares held by such entities. |
(3) | On March 10, 2022, Crescent Cove Capital GP, LLC received the following shares in a distribution from the following entities for no consideration: (i) 8,718 shares from Crescent Cove Luminar SPV, LLC; (ii) 10,887 shares from Crescent Cove Capital LP; and (iii) 712 shares from CC Holdings IX Co-Invest Fund, LP. On March 10, 2022, Crescent Cove Capital GP, LLC distributed 18,971 shares to the Heng Zhao JT Revocable Trust for no consideration. On March 10, 2022, Crescent Cove Capital GP, LLC distributed the remaining shares to its general partners who are unrelated to the reporting person for no consideration. |
(4) | On March 10, 2022, Crescent Cove Capital GP II LLC received 14,614 shares in a distribution from CC Holdings IV LLC for no consideration. On March 10, 2022, Crescent Cove Capital GP II LLC distributed 6,584 shares to the Heng Zhao JT Revocable Trust for no consideration. On March 10, 2022, Crescent Cove Capital GP II LLC distributed the remaining shares to its general partners who are unrelated to the reporting person for no consideration. |
(5) | On March 10, 2022, Crescent Cove Opportunity GP, LP received 737 shares in a distribution from CC Holdings I LLC for no consideration. On March 10, 2022, Crescent Cove Opportunity GP, LP distributed 664 shares to the Heng Zhao JT Revocable Trust for no consideration. On March 10, 2022, Crescent Cove Opportunity GP, LP distributed the remaining shares to its general partners who are unrelated to the reporting person for no consideration. |
(6) | On March 10, 2022, Crescent Cove SPV GP, LLC received 1,036 shares in a distribution from Crescent Cove LTI SPV for no consideration. On March 10, 2022, Crescent Cove SPV GP, LLC distributed 700 shares to the Heng Zhao JT Revocable Trust for no consideration. On March 10, 2022, Crescent Cove SPV GP, LLC distributed the remaining shares to its general partners who are unrelated to the reporting person for no consideration. |
(7) | The Prior Report inadvertently indicated the number of shares acquired by the Heng Zhao JT Revocable Trust as 28,110 shares but the correct number of shares acquired was 26,919 shares. Table I has been amended to reflect the correct number and footnote (5) of the Prior Report is amended to read as follows: "(5) On March 10, 2022, Heng Zhao JT Revocable Trust received the following shares from the following entities in distributions from such entities for no consideration: 6,584 shares from the general partner of CC Holdings IV LLC; 7,855 shares from the general partner of Crescent Cove Luminar SPV, LLC; 664 shares from the general partner of CC Holdings I LLC; 10,474 shares from the general partner of Crescent Cove Capital LP; 642 shares from CC Holdings IX Co-Invest Fund, LP; 700 shares from the general partner of Crescent Cove LTI-SPV, LP. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Heng Jun Hong C/O LUMINAR TECHNOLOGIES, INC. 2603 DISCOVERY DRIVE, SUITE 100 ORLANDO, FL 32826 | X |
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Signatures
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/s/ Jun Hong Heng | | 3/14/2022 |
**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 4(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 control number. |
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