Bessemer Venture Partners IX L.P. - Sep 29, 2021 Form 3 Insider Report for Velo3D, Inc. (VLD)

Role: 10%+ Owner
Signature: /s/ Scott Ring, General Counsel, Deer IX & Co. Ltd., the General Partner of Deer IX I & Co. L.P., the General Partner of Bessemer Venture Partners IX L.P.
Stock symbol: VLD
Transactions as of: Sep 29, 2021
Transactions value $: $0
Form type: 3
Date filed: 10/12/2021, 05:27 PM
Previous filing: Sep 27, 2021
Next filing: Nov 10, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	VLD	Common Stock						37.9M	Sep 29, 2021	See footnotes	F1, F2, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	VLD	Earnout Rights (Common Stock)							Sep 29, 2021	Common Stock	5.02M		See footnotes	F2, F3, F4, F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	As of the date hereof, Bessemer Venture Partners IX Institutional L.P. ("BVP IX Inst") and Bessemer Venture Partners IX, L.P. ("BVP IX", and together with BVP IX Inst referred to collectively, the "Funds") own 16,842,013 shares of Common Stock and 21,022,226 shares of Common Stock, respectively.
F2	Deer IX & Co. Ltd. ("Deer Ltd.") is the general partner of Deer IX & Co. L.P. ("Deer L.P."), which is the general partner of each of the Funds. Deer Ltd. and Deer L.P. disclaim beneficial ownership of the securities held by the Funds, and this report shall not be deemed an admission that Deer Ltd. and Deer L.P. are the beneficial owners of such securities, except to the extent of their pecuniary interest therein, if any, by virtue of their direct and indirect general partner interests in the Funds.
F3	David Cowan is a director of Deer Ltd. and was elected as a member of the board of directors of the Issuer effective immediately after the Effective Time as defined in that Business Combination Agreement, dated March 22, 2021, as amended on July 20, 2021 (the "Business Combination Agreement"), by and among the Issuer, Spitfire Merger Sub, Inc., and Velo3D US, Inc. The shares of Common Stock and earnouts rights described in footnotes (1) and (5), respectively, were acquired by the Funds prior to Mr. Cowan joining the board of directors of the Issuer.
F4	Pursuant to the earnout provisions in the Business Combination Agreement, the Reporting Persons are entitled to receive shares of Common Stock if, from the closing of the transaction until the fifth anniversary thereof, the volume-weighted average price of the Common Stock equals or exceeds certain thresholds (the "Earnout Rights"). Of these Earnout Rights, one-half will be issued if the volume-weighted average price of the Common Stock equals or exceeds $12.50 for any 20 trading days within any 30-trading day period and one-half will be issued if the volume-weighted average price of the Common Stock equals or exceeds $15.00 for any 20 trading days within any 30-trading day period, in each case, subject to adjustment as provided in the Business Combination Agreement.
F5	As of the date hereof, BVP IX Inst and BVP IX hold the right to acquire 2,233,130 and 2,787,398 shares, respectively, of the Common Stock upon the satisfaction of the earnout right vesting conditions described in footnote (4) above.