SC 13G

Names of Reporting Persons

SB Investment Advisers (UK) Limited

Check the Appropriate Box if a Member of a Group

(a) ☐ (b) ☐

SEC Use Only

Citizenship or Place of Organization

England and Wales

SC 13G 1 d333579dsc13g.htm SC 13G SC 13G

Securities and Exchange Commission

Washington, D.C. 20549

Schedule 13G

(Rule 13d-102)

Information to be Included in Statements Filed Pursuant

to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed

Pursuant to § 240.13d-2

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )*

Aurora Innovation, Inc.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

051774107

(CUSIP Number)

November 3, 2021

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐	Rule 13d-1(b)

☒	Rule 13d-1(c)

☐	Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in 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).


CUSIP No. 051774107		Schedule 13G		Page 1 of 7


CUSIP No. 051774107		Schedule 13G		Page 2 of 7


CUSIP No. 051774107		Schedule 13G		Page 3 of 7

ITEM 1.

(a) Name of Issuer:

Aurora Innovation, Inc. (the “Issuer”).

(b)

Address of Issuer’s Principal Executive Offices:

1654 Smallman St, Pittsburgh, PA 15222

ITEM 2.

(a) Name of Person Filing:

Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:

SB Investment Advisers (UK) Limited (“SBIA UK”)

SoftBank Vision Fund (AIV M2) L.P. (“AIV M2”)

(b)

Address or Principal Business Office:

The address for SBIA UK is 69 Grosvenor Street, London W1K 3JP, United Kingdom. The address for AIV M2 is 251 Little Falls Drive, Wilmington, DE 19808.

(c)

Citizenship of each Reporting Person is:

SBIA UK is organized under the laws of England and Wales. AIV M2 is organized under the laws of the State of Delaware.

(d)

Title of Class of Securities:

Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”).

(e)

CUSIP Number:

051774107

ITEM 3.

Not applicable.


CUSIP No. 051774107		Schedule 13G		Page 4 of 7

ITEM 4.

Ownership.

(a-c)

The ownership information presented below represents beneficial ownership of Class A Common Stock of the Issuer as of December 31, 2021, based upon 642,869,548 shares of Class A Common Stock outstanding as of November 3, 2021, based on the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 15, 2021.


Reporting Person	Amount beneficially owned		Percent of class:			Sole power to vote or to direct the vote:		Shared power to vote or to direct the vote:		Sole power to dispose or to direct the disposition of:		Shared power to dispose or to direct the disposition of:
SB Investment Advisers (UK) Limited		39,417,358		6.1	%		0		39,417,358		0		39,417,358
SVF GP (Jersey) Limited		39,417,358		6.1	%		0		39,417,358		0		39,417,358
SoftBank Vision Fund (AIV M2) L.P.		39,417,358		6.1	%		0		39,417,358		0		39,417,358

SoftBank Vision Fund (AIV M2) L.P. is the record holder of the securities reported herein.

SBIA UK has been appointed as alternative investment fund manager (“AIFM”) of AIV M2. SBIA UK is authorized and regulated by the UK Financial Conduct Authority and is exclusively responsible for making all decisions related to the acquisition, structuring, financing and disposal of AIV M2’s investments. As a result of these relationships, each of the Reporting Persons may be deemed to share beneficial ownership of the securities reported herein.

ITEM 5.

Ownership of Five Percent or Less of a Class.

Not applicable.

ITEM 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

ITEM 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not applicable.

ITEM 8.

Identification and Classification of Members of the Group.

Not applicable.


CUSIP No. 051774107		Schedule 13G		Page 5 of 7

ITEM 9.

Notice of Dissolution of Group.

Not applicable.

ITEM 10.

Certification.

Not applicable.


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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.

Date: February 14, 2022


SB Investment Advisers (UK) Limited

By:		/s/ Spencer Collins
Name:		Spencer Collins
Title:		General Counsel


SoftBank Vision Fund (AIV M2) L.P.
By: SB Investment Advisers (UK) Limited, its Manager



By:		/s/ Spencer Collins
Name:		Spencer Collins
Title:		General Counsel


CUSIP No. 051774107		Schedule 13G		Page 7 of 7

LIST OF EXHIBITS


Exhibit No.		Description

99		Joint Filing Agreement.

SEC Form SC 13G filed by Aurora Innovation Inc.