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Filing Details

Accession Number:: 0000899243-21-028786
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2021-07-19 06:13:08
Reporting Period:: 2021-07-14

Accepted Time:: 2021-07-19 06:13:08
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
1827155	Anand Gopalan	5521 Hellyer Avenue San Jose CA 95138	President And Ceo	Yes	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2021-07-14	59,674	$0.00	443,457	No	4	M	Direct
Common Stock	Disposition	2021-07-15	30,005	$9.23	413,452	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	M	Direct
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Restricted Stock Unit	Disposition	2021-07-14	4,590	$0.00	4,590	$0.00
Common Stock	Restricted Stock Unit (Promotion)	Disposition	2021-07-14	55,084	$0.00	55,084	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
22,952			No	4	M	Direct
202,005			No	4	M	Direct

Footnotes

The Reporting Person 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 June 9, 2021.
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.
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, and amended on August 20, 2020 (the "Merger"), 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 RSUs were received 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 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 requirement will be or was satisfied with respect to 25% of the RSUs when the Reporting Person remained in continuous service through the one-year anniversary of September 29, 2018 and with respect to 6.25% of the RSUs when the Reporting Person completes or completed each three (3) months of continuous service thereafter. The service-based requirement is 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 New Velodyne.
The promotion restricted stock units ("Promotion RSUs") were received in connection with the Merger. Subject to the satisfaction of both a liquidity event requirement and service-based requirement, each Promotion RSU represents the right to receive one 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 requirement is expected to be satisfied with respect to 58.33% of the Promotion RSUs if the Reporting Person remains in continuous service through the satisfaction of the liquidity-event requirement (such date, the "Initial Vesting Date"), and in installments with respect to the remaining Promotion RSUs when the Reporting Person completes each of the next seven (7) successive three-month periods of continuous service, subject to acceleration upon a qualifying involuntary termination of employment.