Form 4 Luminar Technologies, For: Oct 26 Filed by: Heng Jun Hong

October 26, 2021 7:14 PM EDT

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person ^*

Heng Jun Hong

(Last)

(First)

(Middle)

C/O LUMINAR TECHNOLOGIES, INC.

2603 DISCOVERY DRIVE, SUITE 100

(Street)

ORLANDO

32826

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Luminar Technologies, Inc./DE [ LAZR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/26/2021

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A common stock	10/26/2021		J⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾		40,412	A	$ 0	41,412	I	By Crescent Cove Luminar SPV, LLC ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾
Class A common stock	10/26/2021		J⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾		17,018	A	$ 0	17,018	I	By Crescent Cove Capital LP ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾
Class A common stock								143,423	I	By CC Holdings IV, LLC ⁽⁵⁾
Class A common stock								853,995	I	By Crescent Cove Capital II LP ⁽⁵⁾
Class A common stock								675,435	I	By Crescent Cove Opportunity Fund LP ⁽⁵⁾
Class A common stock								40,130	I	By CC Holdings I LLC ⁽⁵⁾
Class A common stock								7,107	I	By CC Holdings IX Co-Invest Fund, LP ⁽⁵⁾
Class A common stock								34,786	I	By Crescent Cove LTI-SPV, LP ⁽⁵⁾
Class A common stock								262,705 ⁽⁷⁾	I	By Crescent Cove Opportunity Foreign Intermediary, LLC ⁽⁵⁾ ⁽⁷⁾
Class A common stock								463,902 ⁽⁶⁾	I	By Heng Zhao JT Revocable Trust ⁽⁶⁾
Class A common stock								0 ⁽⁷⁾	I	By Crescent Cove Opportunity Fund B LP ⁽⁵⁾ ⁽⁷⁾
Class A common stock								0 ⁽⁶⁾	I	By Crescent Cove Capital I LP ⁽⁵⁾ ⁽⁶⁾
Class A common stock								18,559	D

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 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. On October 26, 2021, 40,412 shares of Class A common stock of the Issuer were issued to Crescent Cove Luminar SPV, LLC and 17,018 shares of Class A common stock of the Issuer were issued to Crescent Cove Capital LP, in each case pursuant to an "earn-out" provision in that certain Agreement and Plan of Merger, dated as of August 24, 2020 (the "Merger Agreement"), by and among the Issuer (formerly Gores Metropoulos, Inc.), Luminar Technologies, Inc., a Delaware corporation ("Legacy Luminar") and the other parties thereto. The Merger Agreement provided that the shareholders of Legacy Luminar would receive additional shares of the Issuer's Class A common stock or Class B common stock, for no additional consideration, following each of six Triggering Events (as defined in the Merger Agreement) that occur within five years of the Lockup Expiration Date (as defined in the Merger Agreement). (continued in footnote 2)

2. The six "Triggering Events" are (i) the date on which the volume-weighted average closing sale price of the Issuer's Class A common stock (the "Closing Price") is greater than or equal to $13.00 for any twenty trading days within any forty consecutive trading day period; (ii) the date on which the Closing Price is greater than or equal to $16.00 for any twenty trading days within any forty consecutive trading day period; (iii) the date on which the Closing Price is greater than or equal to $19.00 for any twenty trading days within any forty consecutive trading day period; (continued in footnote 3)

3. (iv) the date on which the Closing Price is greater than or equal to $22.00 for any twenty trading days within any forty consecutive trading day period; (v) the date on which the Closing Price is greater than or equal to $25.00 for any twenty trading days within any forty consecutive trading day period; and (vi) the date on which the Closing Price is greater than or equal to $28.00 for any twenty trading days within any forty consecutive trading day period. (continued in footnote 4)

4. The number of shares issuable pursuant to the earn-out right was determined pursuant to a formula set forth in the Merger Agreement. The reporting person's right to receive additional shares subject to the terms of the Merger Agreement became fixed and irrevocable on December 2, 2020, the effective date of the merger.

5. Crescent Cove Capital GP, LLC, Crescent Cove Capital II GP, LLC, and Crescent Cove Opportunity GP, LP (collectively "General Partner") are the general partners of the Crescent Cove entities. Crescent Cove Capital Management, LLC and Crescent Cove Advisors, LP (collectively "Investment Manager") are the investment managers of the Crescent Cove entities. Mr. Heng is the managing member of the General Partner and the Investment Manager of the Crescent Cove entities, and therefore, may be deemed to hold voting and dispositive power over the shares held by the Crescent Cove entities.

6. On September 17, 2021, Crescent Cove Capital I LP made an in-kind distribution of the shares of Class A common stock of the Issuer pro rata to its partners. After such distribution, Crescent Cove Capital I LP ceased to own any shares of Class A common stock of the Issuer. As a result of such in-kind distribution, Heng Zhao JT Revocable Trust acquired 144,732 shares of Class A common stock of the Issuer from Crescent Cove Capital I LP. In prior reports, the reporting person reported indirect beneficial ownership of all shares of Class A common stock held by Crescent Cove Capital I LP.

7. On October 26, 2021, Crescent Cove Opportunity Fund B LP transferred 257,538 shares of Class A common stock of the Issuer to Crescent Cove Opportunity Foreign Intermediary, LLC.

	/s/ Jun Hong Heng	10/26/2021
	** 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 Number.

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