Statement of Changes in Beneficial Ownership (4)
May 12 2022 - 6:30PM
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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0.5
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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)
5/10/2022 |
(Street)
ORLANDO, FL 32826
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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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 | | | | | | | | 697434 | I | By Crescent Cove Capital II LP (2) |
Class A common stock | 5/10/2022 | | J(1) | | 13056 | A | $0 (1) | 1392643 | I | By Press Room LLC (3) |
Class A common stock | 5/12/2022 | | J(4) | | 300000 | D | $0 (4) | 1092643 | I | By Press Room LLC (3) |
Class A common stock | | | | | | | | 358821 | I | By Heng Zhao JT Revocable Trust |
Class A common stock | 5/10/2022 | | J(5) | | 517133 | D | $0 (5) | 186772 | I | By Crescent Cove Opportunity Fund LP (2) |
Class A common stock | 5/10/2022 | | J(6) | | 144033 | D | $0 (6) | 83095 | I | By Crescent Cove Opportunity Foreign Intermediary, LLC (2) |
Class A common stock | | | | | | | | 18559 | D | |
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 May 10, 2022, Press Room LLC received a distribution of 13,056 shares from Crescent Cove Opportunity Foreign Intermediary, LLC for no consideration. |
(2) | Crescent Cove Capital II GP, LLC is the general partner of and Crescent Cove Capital Management, LLC is the investment manager of Crescent Cove Capital II LP. Crescent Cove Opportunity GP, LP is the general partner of and Crescent Cove Advisors, LP is the investment manager of each of Crescent Cove Opportunity Fund LP and Crescent Cove Opportunity Foreign Intermediary, LLC. Mr. Heng is the managing member of each of such general partners and investment managers, and therefore, may be deemed to hold voting and dispositive power over the shares held by Crescent Cove Capital II LP, Crescent Cove Opportunity Fund LP and Crescent Cove Opportunity Foreign Intermediary, LLC. |
(3) | The reporting person manages Press Room LLC and may be deemed to hold voting and dispositive power over the shares held by Press Room LLC. The reporting person disclaims beneficial ownership of the shares held by Press Room LLC. |
(4) | On May 12, 2022, Press Room LLC distributed 300,000 shares to an entity owned and controlled by family members of the reporting person not residing in his household. |
(5) | On May 10, 2022, Crescent Cove Opportunity Fund LP distributed 517,133 shares to its limited partners for no consideration. |
(6) | On May 10, 2022, Crescent Cove Opportunity Foreign Intermediary, LLC distributed 144,033 shares to its limited partners for no consideration, 13,056 shares of which were distributed to Press Room LLC for no consideration. |
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 | | 5/12/2022 |
**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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