Item 1.
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Security and Issuer.
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This statement relates to the common stock, par value $0.0001 per share (the Shares), of Velodyne Lidar, Inc., a Delaware
corporation (the Issuer). The address of the principal executive offices of the Issuer is 5521 Hellyer Avenue, San Jose, California 95138.
Item 2.
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Identity and Background.
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(a) This statement is filed by David S. Hall and Marta Thoma Hall. Each of the foregoing is referred to as a
Reporting Person and collectively as the Reporting Persons.
(b) The principal business
address of Mr. Hall is 6114 LaSalle Avenue, #441, Oakland, CA 94611. The principal business address of Ms. Hall is c/o the Issuer, 5521 Hellyer Avenue, San Jose, California 95138.
(c) The principal occupation of Mr. Hall is serving as the Chairman of the Board of Directors (the
Board) of the Issuer. The principal occupation of Ms. Hall is serving as the Chief Marketing Officer and as a member of the Board of the Issuer.
(d) No Reporting Person, has, during the last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) No Reporting Person, has, during the last five years, been party to a
civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to such laws.
(f) Each of the Reporting
Persons are citizens of the United States of America.
Item 3.
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Source and Amount of Funds or Other Consideration.
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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 the Issuer (formerly known as Graf Industrial Corp.), VL Merger Sub Inc. and Velodyne Lidar USA, Inc. (formerly known as Velodyne Lidar, Inc., the Predecessor Company), Mr. Hall
received 59,770,524 Shares in exchange for 20,066,595 shares of common stock in the Predecessor Company. On the effective date of the Merger, the closing price of the Shares was $24.75 per Share. Mr. Hall also received 220,336 restricted stock
units (RSUs) of the Issuer in exchange for 75,000 RSUs in the Predecessor Company in connection with the Merger, with each RSU representing the right to receive one Share. Of these RSUs, 96,397 have vested or will fully vest within 60
days of the date hereof.
In connection with the Merger, Ms. Hall received 5,935,865 Shares in exchange for 1,992,832 shares of
common stock in the Predecessor Company. Ms. Hall also received 514,116 RSUs of the Issuer in exchange for 175,000 RSUs in the Predecessor Company in connection with the Merger, with each RSU representing the right to receive one Share. Of
these RSUs, 374,569 have vested or will fully vest within 60 days of the date hereof