SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment No. __)*
Aurora Innovation, Inc.
(Name
of Issuer)
Class A Common Stock, par value $0.00001
per share
(Title
of Class of Securities)
051774107
(CUSIP
Number)
Nelson Chai
c/o Uber Technologies, Inc.
1515 3rd Street
San Francisco, CA 94158
(415) 612-8582
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications:)
November 3, 2021
(Date of Event which Requires Filing on Schedule
13D)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the
subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), checking
the following box. o
* The remainder of this cover page shall be filled out
for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures provided in a prior cover page.
The information required
on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be
subject to all other provisions of the Act (however, see the Notes).
(1)
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Name of Reporting Persons:
Uber Technologies, Inc.
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(2)
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Check the Appropriate Box if a Member of a Group (See Instructions):
(a) o (b) o
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(3)
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SEC Use Only:
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(4)
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Source of Funds (See Instructions):
OO
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(5)
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Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
o
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(6)
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Citizenship
or Place of Organization:
Delaware
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
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(7)
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Sole Voting Power
300,936,375 (1)
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(8)
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Shared Voting Power
0
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(9)
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Sole Dispositive Power
300,936,375 (1)
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(10)
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Shared Dispositive Power
0
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(11)
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Aggregate Amount Beneficially Owned by Each Reporting Person:
300,936,375 (1)
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(12)
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Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions):
o
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(13)
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Percent of Class Represented by Amount in Row (11):
46.81% (2)
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(14)
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Type of Reporting Person (See Instructions):
CO
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(1)
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Consists of 300,936,375 shares of Class A common stock, par value $0.00001 per share of Aurora Innovation,
Inc.
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(2)
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The percent of class beneficially owned by the Reporting Person was calculated based on 642,869,548 shares
of Class A Common Stock outstanding as of November 3, 2021, as disclosed in the Issuer’s Registration Statement on Form S-1
filed with the Securities and Exchange Commission on November 5, 2021.
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Item 1. Security and Issuer
(a) This Schedule 13D (this “Statement”)
relates to the shares of Class A common stock, $0.00001 par value per share (the “Class A Common Stock”) of
Aurora Innovation, Inc. (the “Issuer”).
(b) The address of the principal
executive offices of the Issuer is 50 33rd Street, Pittsburgh, PA 15201.
Item 2. Identity and Background
(a) This Statement is being filed
by Uber Technologies, Inc. (the “Reporting Person”), a publicly traded Delaware corporation because the Reporting
Person’s wholly-owned, indirect subsidiary, Neben Holdings, LLC (“Neben Holdings”) holds 300,936,375
shares of Class A Common Stock of the Issuer.
The members of the Reporting Person’s Board of Directors are Ronald Sugar, Yasir Al-Rumayyan, Ursula Burns,
Dara Khosrowshahi, Wan Ling Martello, John Thain, David Trujillo, Amanda Ginsberg, Robert Eckert, Revathi Advaithi and Alexander Wynaendts.
The executive officers of the Reporting Person are Dara Khosrowshahi, Chief Executive Officer; Nelson Chai, Chief
Financial Officer; Tony West, Senior Vice President, Chief Legal Officer and Corporate Secretary; Nikki Krishnamurthy, Senior Vice President
and Chief People Officer; and Jill Hazelbaker, Senior Vice President, Marketing and Public Affairs.
(b) The principal business of the
Reporting Person is the operation and continued development of a technology platform that uses a massive network, leading technology,
operational excellence and product expertise to power movement from point A to point B.
(c) The business address of the Reporting
Person is 1515 3rd Street, San Francisco, CA 94158.
(d) During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the past five years, the
Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and
as a result of such proceeding such person was or is subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect
to such laws.
Item 3. Source and Amount of Funds
or Other Consideration
The information set forth or incorporated
by reference in Item 6 of this Statement is incorporated by reference into this Item 3. As described in Item 6 of this Statement,
the securities reported on this Statement reflect the consummation of the Merger (defined below) contemplated by the Merger Agreement
(defined below) and the transactions consummated in connection therewith.
Item 4. Purpose of Transaction
The information set forth in Item
3 of this Statement is incorporated by reference in its entirety into this Item 4.
Item 5. Interest in Securities
of the Issuer
(a) The Reporting Person is the beneficial
owner of 300,936,375 shares of Class A Common Stock of the Issuer, which represents approximately 46.81% of the outstanding Class
A Common Stock of the Issuer. The percent of class beneficially owned by the Reporting Person was calculated based on 642,869,548
shares of Class A Common Stock outstanding as of November 3, 2021, as disclosed in the Issuer’s Registration Statement on
Form S-1, filed with the Securities and Exchange Commission on November 5, 2021.
(b) The Reporting Person has
sole voting and sole dispositive power over an aggregate of 300,936,375 shares of Class A Common Stock of the Issuer. The Reporting
Person’s shares of Class A Common Stock currently represent approximately 5.52% of the voting power of Issuer’s outstanding
capital stock.
(c) Other than the acquisition of
the shares as reported herein, the Reporting Person has not effected any other transactions in the shares of the Issuer during
the past 60 days.
(d) Except as described herein, no
other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of,
securities covered by this Statement.
(e) Not applicable.
Item 6. Contracts, Arrangements,
Understandings or Relationships with Respect to Securities of the Issuer
Agreement and Plan of Merger
On November 3, 2021 (the “Closing
Date”), pursuant to the Agreement and Plan of Merger, dated as of July 14, 2021 (the “Merger Agreement”),
by and among the Issuer (f/k/a Reinvent Technology Partners Y), RTPY Merger Sub Inc. (“Merger Sub”) and Aurora
Innovation Holdings, Inc. (“Legacy Aurora”), Merger Sub merged with and into Legacy Aurora (the “Merger”),
with Legacy Aurora surviving the Merger as a wholly owned subsidiary of the Issuer.
At the effective time (the “Effective
Time”) of the Merger on the Closing Date, each share and equity award of Legacy Aurora outstanding as of immediately
prior to the Effective Time was exchanged for shares of Common Stock of the Issuer or comparable equity awards that are settled
or are exercisable for Common Stock of the Issuer. Pursuant to the Merger Agreement, Neben Holdings received 300,936,375 shares
of Class A Common Stock.
Registration Rights Agreement
Pursuant to the Merger Agreement,
on the Closing Date, the Issuer entered into an Amended and Restated Registration Rights Agreement with Neben Holdings and certain
other parties thereto (the “Registration Rights Agreement”) which provides customary demand and piggyback registration
rights. Pursuant to the Registration Rights Agreement, the Issuer will agree to register for resale, pursuant to Rule 415 under
the Securities Act of 1933, certain shares of Common Stock and other equity securities that are held by the parties thereto from
time to time.
Lock-Up Agreement and Bylaws
On November 3, 2021, as contemplated
by the Merger Agreement, the Issuer and certain parties listed on Exhibit A thereto, including Neben Holdings, entered into the
Lockup Agreement (the “Lockup Agreement”), which contains certain restrictions on transfer with respect to
certain shares of the Issuer’s common stock held by or issuable to the parties to the Lockup Agreement. In addition, subject
to certain exceptions, Legacy Aurora equityholders, including Neben Holdings, are subject to a 180-day lock-up provision in the
Issuer’s Bylaws.
The foregoing descriptions of the
Merger Agreement, Registration Rights Agreement, Lock-Up Agreement and Bylaws do not purport to be complete and are qualified
in their entirety by reference to the text of such agreements, copies of which are included as Exhibits 1, 2, 3 and 4 to this
Statement, respectively, and are incorporated herein by reference.
Item 7. Material to be Filed as
Exhibits
Exhibit
No.
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Description
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1
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Agreement
and Plan of Merger, dated as of July 14, 2021, by and among the Issuer, Merger Sub and Legacy Aurora (incorporated by reference
to Exhibit 2.1 to the Issuer’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on November
4, 2021)
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2
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Amended
and Restated Registration Rights Agreement, by and among the Issuer and the other parties thereto (incorporated by reference
to Exhibit 10.4 to the Issuer’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on
November 4, 2021)
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3
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Form
of Lockup Agreement (incorporated by reference to Exhibit 10.5 to the Issuer’s Current Report on Form 8-K, as filed
with the Securities and Exchange Commission on November 4, 2021)
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4
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Bylaws
of the Issuer (incorporated by reference to Exhibit 3.2 to the Issuer’s Current Report on Form 8-K, filed with the SEC
on November 4, 2021)
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Signature
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information
set forth in this Statement is true, complete and correct.
Date: February 14, 2022
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UBER TECHNOLOGIES, INC.
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By:
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/s/
Nelson Chai
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Name: Nelson Chai
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Title: Chief Financial
Officer
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