Filing Details

Accession Number:
0001628280-22-016896
Form Type:
4
Zero Holdings:
No
Publication Time:
2022-06-10 18:40:08
Reporting Period:
2022-06-08
Accepted Time:
2022-06-10 18:40:08
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 2022-06-08 4,185 $0.00 440,936 No 4 M Direct
Common Stock Disposition 2022-06-09 1,560 $1.56 439,376 No 4 S Direct
Common Stock Disposition 2022-06-09 1,597 $1.56 437,779 No 4 S Direct
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 M Direct
No 4 S 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 Acquisiton 2022-06-08 918 $0.00 2,755 $0.00
Common Stock Restricted Stock Unit Acquisiton 2022-06-08 1,102 $0.00 4,407 $0.00
Common Stock Restricted Stock Unit Acquisiton 2022-06-08 2,165 $0.00 25,976 $0.00
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
1,837 No 4 M Direct
3,305 No 4 M Direct
23,811 No 4 M Direct
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 June 8, 2022.
  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 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 restricted stock awards. 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.
  4. 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.
  5. The RSUs were received for five thousand (5,000) 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 was deemed satisfied by the Board of Directors of New Velodyne in October 2020 and the service-based requriement 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 continous service through the one-year anniversary of November 26, 2018 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.
  6. The RSUs were received for six thousand (6,000) 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 was deemed satisfied by the Board of Directors of New Velodyne in October 2020 and the service-based requriement 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 continous service through the one-year anniversary of February 22, 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.
  7. The Reporting Person was granted RSUs which represent a contingent right to receive one (1) share of Common Stock for each RSU. The RSU shall vest with respect to twenty-five percent (25%) of the RSUs on each Company quarterly vesting dates after February 28, 2021, provided the Reporting Person remains in continuous service through on each vesting date. Quarterly vesting dates are February 28, May 28, August 28 and November 28.