Statement of Changes in Beneficial Ownership (4)
May 17 2021 - 4:34PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Gopalan Anand |
2. Issuer Name and Ticker or Trading Symbol
Velodyne Lidar, Inc.
[
VLDR
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President and CEO |
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(Last)
(First)
(Middle)
5521 HELLYER AVENUE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/13/2021 |
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(Street)
SAN JOSE, CA 95138
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 5/13/2021 | | S | | 238709 | D | $9.3686 (1) | 506960 | D | |
| Common Stock | 5/13/2021 | | S | | 201963 | D | $10.4166 (2) | 304997 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code
(Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) | 8. Price of Derivative Security
(Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Restricted Stock Unit | (3) | 5/13/2021 | | A | | 182815 | | (3) | (3) | Common Stock | 182815 | $0.00 | 182815 | D | |
| Explanation of Responses: |
| (1) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $8.97 to $9.942, inclusive. The Reporting Person undertakes to provide to the issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| (2) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $10.021 to $10.67, inclusive. The Reporting Person undertakes to provide to the issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| (3) | Represents a grant of restricted stock units ("RSUs") that vest in installments, with 25% of the RSUs vesting on December 31, 2021, and 8.33% of the RSUs vesting quarterly thereafter, subject to the Reporting Person's continuous service with the issuer. The RSUs are 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 the issuer and in connection with certain terminations of employment in accordance with the Reporting Person's employment agreement. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Gopalan Anand
5521 HELLYER AVENUE
SAN JOSE, CA 95138 | X |
| President and CEO |
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Signatures
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| /s/ Tracey Mastropoalo, Attorney-in-Fact | | 5/17/2021 |
| **Signature of Reporting Person | Date |
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