Statement of Changes in Beneficial Ownership (4)
June 25 2021 - 4:07PM
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
*
Hall David S. |
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)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
40 NORTH HILL COURT |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/9/2021 |
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(Street)
OAKLAND, CA 94618
(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 | | | | | | | | 59244378 | D | |
| Common Stock (1) | 6/9/2021 | | M | | 6426 (1) | A | $0.00 | 5462202 | I | By Wife |
| Common Stock (2) | 6/10/2021 | | M | | 4438 (2) | A | $0.00 | 5458971 | I | By Wife |
| Common Stock | 6/10/2021 | | S | | 3231 | D | $11.38 | 5463409 | I | By Wife |
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 | (1) | 6/9/2021 | | M | | | 6426 | (1) | (1) | Common Stock | 6426 | $0.00 | 44986 | I | By wife |
| Restricted Stock Unit | (2) | 6/10/2021 | | A | | 4438 | | (2) | (2) | Common Stock | 4438 | $0.00 | 4438 | I | By wife |
| Restricted Stock Unit | (2) | 6/10/2021 | | M | | | 4438 | (2) | (2) | Common Stock | 4438 | $0.00 | 0 | I | By wife |
| Restricted Stock Unit | (3) | 6/10/2021 | | A | | 14463 | | (3) | (3) | Common Stock | 14463 | $0.00 | 14463 | I | By wife |
| Explanation of Responses: |
| (1) | The Reporting Person's wife, Marta Thoma Hall, was granted 102,823 Restricted Stock Units ("RSUs") on September 29, 2020; each RSU represents a right to receive one share of Common Stock for each RSU. 25% of these RSUs were immediately exercisable. The 6,426 RSUs disposed of (and acquired as shares of Common Stock) which are reported in this Form 4 represent an additional 6.25% of the total grant which became exercisable and were released on June 9, 2021. 6.25% of the remaining RSUs in this grant continue to vest each three (3) months of continuous service. |
| (2) | The Reporting Person's wife, Marta Thoma Hall, was granted 4,438 RSUs that were fully vested and released on the date of grant. Ms. Hall acquired and disposed of the RSUs on the same day. The acquisition and disposal are reported in Table II. The acquisition of the 4,438 shares of Common Stock underlying the RSUs is reported in Table 1. |
| (3) | The Reporting Person's wife, Marta Thoma Hall, was granted 14,463 RSUs that will fully vest on June 10, 2022, or on the next Annual Stockholder Meeting of the Issuer, whichever is earlier. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Hall David S.
40 NORTH HILL COURT
OAKLAND, CA 94618 |
| X |
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Signatures
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| /s/ David S. Hall | | 6/25/2021 |
| **Signature of Reporting Person | Date |
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