Aurora Innovation Inc.

11/05/2024 | Press release | Distributed by Public on 11/05/2024 18:52

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Hoffman Reid
2. Issuer Name and Ticker or Trading Symbol
Aurora Innovation, Inc. [AUR] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O AURORA INNOVATION, INC., 1654 SMALLMAN STREET 		3. Date of Earliest Transaction (Month/Day/Year)
11/04/2024
(Street)
PITTSBURGH, PA 15222 		4. If Amendment, Date 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
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) 		7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 11/04/2024 C 6,343,637 A (1) 13,358,122 I See Footnotes(2)(3)
Class A Common Stock 11/04/2024 C 352,425 A (1) 742,119 I See Footnotes(2)(4)
Class A Common Stock 11/04/2024 C 352,425 A (1) 742,120 I See Footnotes(2)(5)
Class A Common Stock 11/04/2024 S 1,254,486 D $5.4504(6) 12,103,636 I See Footnotes(2)(3)
Class A Common Stock 11/04/2024 S 69,694 D $5.4504(6) 672,425 I See Footnotes(2)(4)
Class A Common Stock 11/04/2024 S 69,694 D $5.4504(6) 672,426 I See Footnotes(2)(5)
Class A Common Stock 11/05/2024 S 2,070,000 D $5.1741(7) 10,033,636 I See Footnotes(2)(3)
Class A Common Stock 11/05/2024 S 115,000 D $5.1741(7) 557,425 I See Footnotes(2)(4)
Class A Common Stock 11/05/2024 S 115,000 D $5.1741(7) 557,426 I See Footnotes(2)(5)
Class A Common Stock 1,000,000 I See Footnote(8)
Class A Common Stock 6,883,086 I See Footnote(9)
Class A Common Stock 674,719 I See Footnote(10)
Class A Common Stock 286,247 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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
(Month/Day/Year) 		7. Title and Amount of Underlying Securities
(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
Class B Common Stock (1) 11/04/2024 C 6,343,637 (1) (1) Class A Common Stock 6,343,637 $ 0 6,343,637 I See Footnotes(2)(3)
Class B Common Stock (1) 11/04/2024 C 352,425 (1) (1) Class A Common Stock 352,425 $ 0 352,425 I See Footnotes(2)(4)
Class B Common Stock (1) 11/04/2024 C 352,425 (1) (1) Class A Common Stock 352,425 $ 0 352,425 I See Footnotes(2)(5)
Class B Common Stock (1) (1) (1) Class A Common Stock 782,088 782,088 I See Footnote(11)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hoffman Reid
C/O AURORA INNOVATION, INC.
1654 SMALLMAN STREET
PITTSBURGH, PA 15222 		X

Signatures

/s/ Yijun Han, Attorney-in-fact for Reid Hoffman 11/05/2024
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Each share of Class B Common Stock is convertible into an equal number of shares of Class A Common Stock at any time, at the holder's election, and has no expiration date.
(2) Greylock 15 GP LLC ("Greylock LLC") is the general partner of each of Greylock 15 Limited Partnership ("Greylock 15"), Greylock 15 Principals Limited Partnership ("Greylock Principals"), and Greylock 15-A Limited Partnership ("Greylock 15-A"). By virtue of being a managing member of Greylock LLC, the reporting person may be deemed a beneficial owner of the securities held by Greylock 15, Greylock Principals, and Greylock 15-A. The reporting person disclaims beneficial ownership of the securities held by Greylock 15, Greylock Principals, and/or Greylock 15-A, except to the extent of his pecuniary interest therein.
(3) Reflects securities held directly by Greylock 15.
(4) Reflects securities held directly by Greylock 15-A.
(5) Reflects securities held directly by Greylock 15 Principals.
(6) Weighted average price. This transaction was executed in multiple trades at prices ranging from $5.37 to $5.53, inclusive. The reporting person undertakes to provide the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
(7) Weighted average price. This transaction was executed in multiple trades at prices ranging from $5.00 to $5.56, inclusive. The reporting person undertakes to provide the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
(8) Reflects securities held by Reprogrammed Interchange LLC ("Reprogrammed"). The reporting person may be deemed a beneficial owner of securities held by Reprogrammed by virtue of his shared control over and indirect pecuniary interest in Reprogrammed. The reporting person disclaims beneficial ownership of the securities held by Reprogrammed, except to the extent of his pecuniary interest therein.
(9) Reflects securities held directly by Reinvent Sponsor Y LLC (the "Sponsor"). The reporting person may be deemed a beneficial owner of securities held by the Sponsor by virtue of his shared control over and indirect pecuniary interest in the Sponsor. The reporting person disclaims beneficial ownership of the securities held by the Sponsor, except to the extent of his pecuniary interest therein.
(10) Reflects securities held by Programmable Exchange LLC ("Programmable"). The reporting person may be deemed a beneficial owner of securities held by Programmable by virtue of his voting and investment power over such securities. The reporting person disclaims beneficial ownership of the securities held by Programmable, except to the extent of his pecuniary interest therein.
(11) Reflects securities held directly by Thigmotropism LLC. The reporting person may be deemed a beneficial owner of securities held by Thigmotropism LLC by virtue of his voting and investment power over such securities. The reporting person disclaims beneficial ownership of the securities held by Thigmotropism LLC, except to the extent of his pecuniary interest therein.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.