Filing Details

Accession Number:
0001628280-22-000124
Form Type:
4
Zero Holdings:
No
Publication Time:
2022-01-03 20:07:37
Reporting Period:
2021-12-30
Accepted Time:
2022-01-03 20:07:37
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
1825540 Thoma Marta Hall 2517 Blanding Ave
Alameda CA 94501
Yes No 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 2021-12-30 7,344 $0.00 5,482,140 No 4 M Direct
Common Stock Disposition 2021-12-31 3,716 $4.75 5,478,424 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 2021-12-30 7,344 $0.00 7,344 $0.00
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
66,101 No 4 M Direct
Reported Non-Derivative Holdings
Sec. Name Remaning Holdings Nature of Ownership Explanation
Common Stock 59,770,524 Indirect By husband
Footnotes
  1. The Reporting Person was granted Restricted Stock Units ("RSUs") which represent a contingent right to receive one (1) share of Common Stock for each RSU. The shares were issued pursuant to vested RSUs released on December 30, 2021.
  2. These securities are owned solely by Marta Hall, who is a member of a "group" with David S. Hall for purposes of Section 13(d) of the Exchange Act.
  3. This Form 4 is being updated to report 47 shares that were inadvertently included on the Reporting Person's Form 4 filed on December 10, 2021.
  4. 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.
  5. Represents shares received by the Reporting Person's husband, David S. Hall, in the Merger.
  6. These securities are owned solely by David S. Hall, who is a member of a "group" with the Reporting Person for purposes of Section 13(d) of the Exchange Act.
  7. 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., the Reporting Person received RSUs in New Velodyne in exchange for RSUs in Velodyne Lidar USA, Inc.
  8. The Reporting Person received RSUs in exchange for 25,000 RSUs in Velodyne Lidar USA, Inc. in connection with the Merger. Subject to the satisfaction of both a liquidity event and service-based requirement, each RSU represents the right to receive one (1) 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 twenty-five percent (25%) of the RSUs when the Reporting Person remains or, as applicable, remained in continuous service through the one (1) year anniversary of March 23, 2016 and with respect to six-and-one-quarter percent (6.25%) of the RSUs when the Reporting Person completes or, as applicable, completed each three (3) months of continuous service thereafter.