Filing Details

Accession Number:
0001628280-21-020121
Form Type:
4
Zero Holdings:
No
Publication Time:
2021-10-15 17:13:16
Reporting Period:
2021-10-13
Accepted Time:
2021-10-15 17:13:16
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1745317 Velodyne Lidar Inc. VLDR General Industrial Machinery & Equipment, Nec (3569) 000000000
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1830091 Sally Frykman 5521 Hellyer Avenue
San Jose CA 95138
Chief Marketing Officer No Yes No No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Common Stock Acquisiton 2021-10-13 3,117 $0.00 41,748 No 4 M Direct
Common Stock Disposition 2021-10-13 1,108 $6.36 40,640 No 4 S Direct
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 M Direct
No 4 S Direct
Reported Derivative Transactions
Sec. Name Sec. Type Acquisiton - Disposition Date Amount Price Amount - 2 Price - 2
Common Stock Restricted Stock Unit Disposition 2021-10-13 918 $0.00 918 $0.00
Common Stock Restricted Stock Unit Disposition 2021-10-13 398 $0.00 398 $0.00
Common Stock Restricted Stock Unit Disposition 2021-10-13 1,439 $0.00 1,439 $0.00
Common Stock Restricted Stock Unit Disposition 2021-10-13 362 $0.00 362 $0.00
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
3,673 No 4 M Direct
3,975 No 4 M Direct
14,386 No 4 M Direct
4,705 No 4 M Direct
Footnotes
  1. The Reporting Person was granted restricted stock units ("RSUs") which represent a contingent right to receive one share of Common Stock for each RSU. The shares were issued pursuant to vested RSUs released on October 13, 2021.
  2. The sales reported on this Form 4 represent shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the previously reported vesting and settlement of RSUs. These sales are mandated by the Reporting Person's award agreement to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and do not represent discretionary trades by the Reporting Person.
  3. The Reporting Person received RSUs in connection with the merger described in that certain Agreement and Plan of Merger, dated as of July 2, 2020 (the "Merger"), and amended on August 20, 2020, by and among Graf Industrial Corp., a Delaware corporation now known as Velodyne Lidar, Inc. ("New Velodyne"), VL Merger Sub Inc., a Delaware corporation, and Velodyne Lidar, Inc., a Delaware corporation now known as Velodyne Lidar USA, Inc.
  4. Subject to the satisfaction of both a liquidity event requirement and service-based requirement, each RSU represents the right to receive one share of common stock. The liquidity-event requirement was deemed satisfied by the Board of Directors of New Velodyne in October 2020 and the service-based requirement will be or, as applicable, was satisfied with respect to 25% of the RSUs when the Reporting Person remains or, as applicable, remained in continuous service through the one-year anniversary of November 26, 2018 and with respect to 6.25% of the RSUs when the Reporting Person completes or, asapplicable, completed each three (3) months of continuous service thereafter.
  5. The RSUs were received in connection with the Merger. Subject to the satisfaction of both a liquidity event requirement and service-based requirement, each RSU represents the right to receive one share of common stock. The liquidity-event requirement was deemed satisfied by the Board of Directors of New Velodyne in October 2020 and the service-based requirement will be or, as applicable, was satisfied with respect to 25% of the RSUs when the Reporting Person remains or, as applicable, remained in continuous service through the one-year anniversary of March 11, 2020 and with respect to 6.25% of the RSUs when the Reporting Person completes or, as applicable, completed each three (3) months of continuous service thereafter.
  6. The RSUs were received in connection with the Merger. Subject to the satisfaction of both a liquidity event requirement and service-based requirement, each RSU represents the right to receive one share ofcommon stock. The liquidity-event requirement was deemed satisfied by the Board of Directors of New Velodyne in October 2020 and the service-based requirement will be or, as applicable, was satisfied withrespect to 25% of the RSUs when the Reporting Person remains or, as applicable, remained in continuous service through the one-year anniversary of March 11, 2020 and with respect to 6.25% of the RSUswhen the Reporting Person completes or, as applicable, completed each three (3) months of continuous service thereafter.
  7. The Reporting Person was granted restricted stock units ("RSUs") which represent a contingent right to receive one share of Common Stock for each RSU. The RSU shall vest with respect to 25% of the RSUs on each company quarterly vesting dates after January 25, 2021, provided the Reporting Person remains in continuous service on each vesting date. Quarterly vesting dates are March 31, June 30, September 30 and December 31.