Statement of Changes in Beneficial Ownership (4)
July 20 2021 - 6:23PM
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)
7/14/2021 |
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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) | 7/14/2021 | | M(2) | | 7344 (2) | A | $0.00 (2) | 5470753 | I | By Wife |
| Common Stock | 7/14/2021 | | S(3) | | 5930 | D | $9.23 | 5464823 | 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 | (4) | 7/14/2021 | | M | | | 7344 | (5) | (5) | Common Stock | 7344 | $0.00 | 80790 | I | By wife |
| Explanation of Responses: |
| (1) | The Reporting Person's wife, Marta Thoma Hall, was granted Restricted Stock Units ("RSUs") which represent a right to receive one share of Common Stock for each RSU. |
| (2) | The Reporting Person's wife was granted Restricted Stock Units ("RSUs") which represent a contingent right to receive one share of Common Stock for each RSU. The shares were issued pursuant to vested RSUs released on July 14, 2021. |
| (3) | The sales reported on this Form 4 include shares required to be sold by the Reporting Person's wife 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 wife'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's wife. |
| (4) | The Reporting Person's wife 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., VL Merger Sub Inc., a Delaware corporation, and Velodyne Lidar, Inc., a Delaware corporation now known as Velodyne Lidar USA, Inc. The Reporting Person's wife received RSUs in exchange for restricted stock units in Velodyne Lidar USA, Inc. |
| (5) | The Reporting Person's wife was granted 117,512 RSUs on September 29, 2020 which represent a contingent right to receive one share of Common Stock for each RSU. Of the initial grant, 25% vested on the one-year anniversary, and the remainder vest with respect to 6.25% of the RSUs on each company quarterly vesting dates (March 31, June 30, September 30 and December 31). |
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 | | 7/20/2021 |
| **Signature of Reporting Person | Date |
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