Form 4/A AEye, Inc. For: Aug 16 Filed by: LACORTE BLAIR

September 24, 2021 9:46 PM EDT

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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 *
LACORTE BLAIR

(Last) (First) (Middle)
C/O 1 PARK PLACE, SUITE 200

(Street)
DUBLIN CA 94568

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
AEye, Inc. [ LIDR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
08/16/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
08/27/2021
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)
Code V Amount (A) or (D) Price
Common Stock 08/16/2021   A   1,405,484 (1) A $ 37.208 1,405,484 D  
Common Stock 08/16/2021   A   11,162 (2) A $ 0 1,416,646 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $ 0.16 08/16/2021   A   77,519   08/16/2021 (3) 05/31/2027 Common Stock 77,519 $ 0 77,519 D  
Stock Option (Right to Buy) $ 0.17 08/16/2021   A   19,382   08/16/2021 (4) 05/07/2028 Common Stock 19,382 $ 0 19,382 D  
Stock Option (Right to Buy) $ 0.17 08/16/2021   A   30,362   08/16/2021 (5) 09/17/2028 Common Stock 30,362 $ 0 30,362 D  
Stock Option (Right to Buy) $ 0.62 08/16/2021   A   108,525   08/16/2021 (6) 02/27/2029 Common Stock 108,525 $ 0 108,525 D  
Stock Option (Right to Buy) $ 0.62 08/16/2021   A   20,930   08/16/2021 (7) 07/01/2029 Common Stock 20,930 $ 0 20,930 D  
Stock Option (Right to Buy) $ 0.63 08/16/2021   A   30,481   08/16/2021 (8) 04/09/2030 Common Stock 30,481 $ 0 30,481 D  
Stock Option (Right to Buy) $ 0.63 08/16/2021   A   6,497,789   08/16/2021 (9) 09/30/2030 Common Stock 6,497,789 $ 0 6,497,789 D  
Explanation of Responses:
1. Received in exchange for 377,737 shares of AEye Technologies, Inc. ("AEye Technologies") in connection with the merger of AEye Technologies into AEye, Inc. (the "Company") pursuant to the exchange ratio set forth in the Agreement and Plan of Merger between AEye Technologies and the Company. The closing price of the Company's Common Stock on the effective date of the merger was $37.2080
2. Received in exchange for 3,000 Restricted Stock Units of AEye Technologies in connection with the merger of AEye Technologies into the Company pursuant to the exchange ratio set forth in the Agreement and Plan of Merger between AEye Technologies and the Company. The closing price of the Company's Common Stock on the effective date of the merger was $37.2080. These RSUs are partially vested and will fully vest on February 16, 2022.
3. Received in exchange for stock options to acquire 20,834 shares of AEye Technologies in connection with the merger of AEye Technologies into the Company pursuant to the exchange ratio set forth in the Agreement and Plan of Merger between AEye Technologies and the Company. The closing price of the Company's Common Stock on the effective date of the merger was $37.2080. These stock options are fully vested.
4. Received in exchange for stock options to acquire 5,209 shares of AEye Technologies in connection with the merger of AEye Technologies into the Company pursuant to the exchange ratio set forth in the Agreement and Plan of Merger between AEye Technologies and the Company. The closing price of the Company's Common Stock on the effective date of the merger was $37.2080. These stock options are fully vested.
5. Received in exchange for stock options to acquire 8,160 shares of AEye Technologies in connection with the merger of AEye Technologies into the Company pursuant to the exchange ratio set forth in the Agreement and Plan of Merger between AEye Technologies and the Company. The closing price of the Company's Common Stock on the effective date of the merger was $37.2080. These stock options are partially vested and will fully vest on September 18, 2022.
6. Received in exchange for stock options to acquire 29,167 shares of AEye Technologies in connection with the merger of AEye Technologies into the Company pursuant to the exchange ratio set forth in the Agreement and Plan of Merger between AEye Technologies and the Company. The closing price of the Company's Common Stock on the effective date of the merger was $37.2080. These stock options are partially vested and will fully vest on January 1, 2023.
7. Received in exchange for stock options to acquire 5,625 shares of AEye Technologies in connection with the merger of AEye Technologies into the Company pursuant to the exchange ratio set forth in the Agreement and Plan of Merger between AEye Technologies and the Company. The closing price of the Company's Common Stock on the effective date of the merger was $37.2080. These stock options are partially vested and will fully vest on March 18, 2023.
8. Received in exchange for stock options to acquire 8,192 shares of AEye Technologies in connection with the merger of AEye Technologies into the Company pursuant to the exchange ratio set forth in the Agreement and Plan of Merger between AEye Technologies and the Company. The closing price of the Company's Common Stock on the effective date of the merger was $37.2080. These stock options are fully vested.
9. Received in exchange for stock options to acquire 1,746,342 shares of AEye Technologies in connection with the merger of AEye Technologies into the Company pursuant to the exchange ratio set forth in the Agreement and Plan of Merger between AEye Technologies and the Company. The closing price of the Company's Common Stock on the effective date of the merger was $37.2080. These stock options are partially vested and will fully vest on December 10, 2023.
/s/ Blair LaCorte 09/24/2021
** 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.
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