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Filing Details

Accession Number:: 0001628280-22-009398
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2022-04-15 17:45:02
Reporting Period:: 2022-04-13

Accepted Time:: 2022-04-15 17:45:02
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1745317	Velodyne Lidar Inc.	VLDR	()	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1348459	Andrew Hamer	5521 Hellyer Avenue San Jose CA 95138	Cfo And Treasurer	No	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Common Stock	Acquisiton	2022-04-13	19,331	$0.00	150,568	No	4	M	Direct
Common Stock	Acquisiton	2022-04-13	149,604	$0.00	300,172	No	4	A	Direct
Common Stock	Acquisiton	2022-04-13	698,150	$0.00	998,322	No	4	A	Direct
Common Stock	Disposition	2022-04-13	6,942	$2.13	991,380	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	M	Direct
No	4	A	Direct
No	4	A	Direct
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Restricted Stock Unit	Disposition	2022-04-13	11,935	$0.00	59,675	$0.00
Common Stock	Restricted Stock Unit	Disposition	2022-04-13	4,896	$0.00	44,068	$0.00
Common Stock	Restricted Stock Unit	Disposition	2022-04-13	2,500	$0.00	30,000	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
47,740	No	4	M	Direct
39,172	No	4	M	Direct
27,500	No	4	M	Direct

Footnotes

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 April 13, 2022.
Represents shares of restricted stock that will vest and become non-forfeitable subject to the Reporting Person's continuous service, whereby 6.25% of the shares will vest if the Reporting Person remains in continuous service through May 28, 2022 and an additional 6.25% of the shares will vest if the Reporting Person remains in continuous service for each successive three-month period thereafter.
Represents the maximum number of shares of restricted stock that will vest and become non-forfeitable if certain performance goals are satisfied and the Reporting Person remains in continuous service through the applicable vesting dates, whereby, if the maximum goals are achieved, 1/3 of the shares will vest if the Reporting Person remains in service through February 28, 2023 (or, if later, the date the performance goals are certified) the remaining shares will vest in two equal installments if the Reporting Person remains in continuous service through February 28, 2024 and February 28, 2025.
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.
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.
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 April 3, 2019 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. The service-based requirement is also subject to acceleration in the event the Reporting Person is subject to a qualifying involuntary termination of employment in connection with the sale of New Velodyne.
The RSUs were received in exchange for 26,667 RSUs in Velodyne Lidar USA, Inc. 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 (1) share of Common Stock. The liquidity-event requirement is expected to be satisfied or deemed satisfied by the Board of Directors of New Velodyne in calendar year 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.
The Reporting Person was granted RSUs which represent a contingent right to receive one share of Common Stock for each RSU. The RSUs 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.