Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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Aurora Innovation, Inc. (Name of Issuer) |
Class A common stock, par value $0.00001 per share (Title of Class of Securities) |
051774107 (CUSIP Number) |
Prashanth Mahendra-Rajah c/o Uber Technologies, Inc., 1725 3rd Street San Francisco, CA, 94158 415-612-8582 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/20/2025 (Date of Event Which Requires Filing of This Statement) |
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), check the following box.
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).
SCHEDULE 13D
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| CUSIP No. | 051774107 |
| 1 |
Name of reporting person
Uber Technologies, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
325,973,411.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
23.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Note for Lines (7), (9), and (11) - Consists of 325,973,411 shares of Class A common stock, par value $0.00001 per share, of Aurora Innovation, Inc. (the "Issuer"). Note for Line (13) - The percent of class beneficially owned by the Reporting Person was calculated based on 1,418,704,343 shares of Class A common stock outstanding as of May 1, 2025, as disclosed in the Issuer's Quarterly Report on Form 10-Q for the three months ended March 31, 2025. This statement constitutes Amendment No. 4 to the Schedule 13D relating to the shares of Class A common stock, $0.00001 par value per share (the "Class A Common Stock"), of the Issuer, and hereby amends the Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on February 14, 2022 (as amended by Amendment No. 1, filed with the SEC on July 24, 2023, Amendment No. 2, filed with the SEC on May 8, 2024, and Amendment No. 3, filed with the SEC on May 15, 2025, the "Schedule 13D"). Except as set forth herein, the Schedule 13D as previously filed remains applicable. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class A common stock, par value $0.00001 per share |
| (b) | Name of Issuer:
Aurora Innovation, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
1654 Smallman St., Pittsburgh,
PENNSYLVANIA
, 15222. |
| Item 2. | Identity and Background |
| (a) | No change. |
| (b) | No change. |
| (c) | No change. |
| (d) | During the last five years, neither the Reporting Person nor, to the best knowledge of the Reporting Person, any person named in Schedule I filed as Exhibit 99.1 hereto ("Schedule I"), has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the past five years, neither the Reporting Person nor, to the best knowledge of the Reporting Person, any person named in Schedule I, has 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. |
| (f) | No change. |
| Item 4. | Purpose of Transaction |
On May 20, 2025, the Reporting Person completed its private offering of $1.15 billion aggregate principal amount of its 0.0% Exchangeable Senior Notes due 2028 (the "Notes") to an investment bank acting as initial purchaser (the "Initial Purchaser"), including the exercise in full by the Initial Purchaser of its option to purchase up to an additional $150.0 million aggregate principal amount of the Notes. The Notes were issued pursuant to an indenture, dated May 20, 2025 (the "Indenture"), among the Reporting Person, Neben Holdings, as guarantor, and U.S. Bank Trust Company, National Association, as trustee (the "Trustee"). The information set forth under the header "0.0% Exchangeable Senior Notes Offering" in Item 6 of this Statement is incorporated by reference in its entirety into this Item 4. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | No change. |
| (b) | No change. |
| (c) | Except as otherwise reported herein, the Reporting Person and, to the best knowledge of the Reporting Person, the directors and executive officers of the Reporting Person have not effected any other transactions in the shares of the Issuer during the past 60 days. |
| (d) | No change. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
0.0% Exchangeable Senior Notes Offering On May 20, 2025, the Reporting Person completed its private offering of $1.15 billion aggregate principal amount of the Notes to the Initial Purchaser, including the exercise in full by the Initial Purchaser of its option to purchase up to an additional $150.0 million aggregate principal amount of the Notes. The Notes were issued pursuant to the Indenture. The Notes will not bear regular interest, and the principal amount of the Notes will not accrete. The Notes will mature on May 15, 2028, unless earlier exchanged, redeemed or repurchased. The Notes will be exchangeable into cash, or, subject to the satisfaction of certain share delivery conditions, shares of Class A Common Stock, or a combination of cash and shares of Class A Common Stock, at the Reporting Person's election. The exchange rate will initially be 117.6471 shares of Class A Common Stock per $1,000 principal amount of Notes (equivalent to an initial exchange price of approximately $8.50 per share of Class A Common Stock). The exchange rate will be subject to adjustment in some events. In addition, following certain corporate events involving the Reporting Person or the Issuer that occur prior to the maturity date or if the Reporting Person delivers a notice of redemption, the Reporting Person will, in certain circumstances, increase the exchange rate for a holder who elects to exchange its notes in connection with such a corporate event or exchange its Notes called (or deemed called) for redemption during the related redemption period, as the case may be. In connection with the offering of the Notes, the Reporting Person has agreed to a customary lock-up with the Initial Purchaser related to the Class A Common Stock. The foregoing description of the Notes and the Indenture does not purport to be complete and is qualified in its entirety by reference to the complete text of the Indenture and form of Note which are filed herewith as Exhibits 99.2 and 99.3, respectively, and are incorporated herein by reference. | |
| Item 7. | Material to be Filed as Exhibits. |
EX-99.1 - Schedule I (incorporated by reference to Exhibit 99.1 to Amendment No. 3 to Schedule 13D filed by the Reporting Person with the SEC on May 15, 2025) EX-99.2 - Indenture, dated as of May 20, 2025, among Uber Technologies, Inc., Neben Holdings, LLC and U.S. Bank Trust Company, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by the Reporting Person with the SEC on May 20, 2025) EX-99.3 - Form of Global Note, representing Uber Technologies, Inc.'s 0.0% Exchangeable Senior Notes due 2028 (included as Exhibit A to the Indenture filed as Exhibit 99.2) (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed by the Reporting Person with the SEC on May 20, 2025) |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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