Sally Frykman - Feb 9, 2022 Form 4 Insider Report for Velodyne Lidar, Inc. (VLDR)

Role
Chief Marketing Officer
Signature
/s/ Tracey Mastropoalo - Attorney-in-Fact
Stock symbol
VLDR
Transactions as of
Feb 9, 2022
Transactions value $
-$12,374
Form type
4
Date filed
2/11/2022, 03:43 PM
Previous filing
Nov 12, 2021
Next filing
Mar 11, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction VLDR Common Stock Options Exercise +7.3K +18.16% 47.5K Feb 9, 2022 Direct F1, F2
transaction VLDR Common Stock Sale -$12.4K -3.08K -6.48% $4.02 44.4K Feb 10, 2022 Direct 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
transaction VLDR Restricted Stock Unit Options Exercise $0 -918 -24.99% $0.00 2.76K Feb 9, 2022 Common Stock 3.67K Direct F4, F5
transaction VLDR Restricted Stock Unit Options Exercise $0 -918 -20% $0.00 3.67K Feb 9, 2022 Common Stock 4.59K Direct F4, F6
transaction VLDR Restricted Stock Unit Options Exercise $0 -1.1K -16.66% $0.00 5.51K Feb 9, 2022 Common Stock 6.61K Direct F4, F7
transaction VLDR Restricted Stock Unit Options Exercise $0 -397 -9.99% $0.00 3.58K Feb 9, 2022 Common Stock 3.98K Direct F4, F8
transaction VLDR Restricted Stock Unit Options Exercise $0 -1.44K -10% $0.00 12.9K Feb 9, 2022 Common Stock 14.4K Direct F4, F9
transaction VLDR Restricted Stock Unit Options Exercise $0 -362 -7.69% $0.00 4.34K Feb 9, 2022 Common Stock 4.71K Direct F10
transaction VLDR Restricted Stock Unit Options Exercise $0 -2.16K -7.14% $0.00 28.1K Feb 9, 2022 Common Stock 30.3K Direct F11
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The Reporting Person was granted Restricted Stock Units ("RSUs") which represent a contingent right to receive one (1) share of Common Stock for each RSU. The shares were issued pursuant to vested RSUs released on February 9, 2022.
F2 This Form 4 is being updated to report 919 share(s) that were inadvertently included on the Reporting Person's Form 4 filed on May 28, 2021.
F3 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.
F4 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 (the "Merger"), and amended on August 20, 2020, 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 Reporting Person received RSUs in New Velodyne in exchange for RSUs in Velodyne Lidar USA, Inc.
F5 The RSUs were received in exchange for five thousand (5,000) RSUs in Velodyne Lidar USA, Inc. 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 (1) 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 requriement will be or, as applicable, was satisfied with respect to twenty-five percent (25%) of the RSUs when the Reporting Person remains or, as applicable, remained in continous service through the one-year anniversary of September 29, 2018 and with respect to six-and-one-quarter percent (6.25%) of the RSUs when the Reporting Person completes or, as applicable, completed each three (3) months of continuous service thereafter.
F6 The RSUs were received in exchange for five thousand (5,000) RSUs in Velodyne Lidar USA, Inc. 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 (1) 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 requriement will be or, as applicable, was satisfied with respect to twenty-five percent (25%) of the RSUs when the Reporting Person remains or, as applicable, remained in continous service through the one-year anniversary of November 26, 2018 and with respect to six-and-one-quarter percent (6.25%) of the RSUs when the Reporting Person completes or, as applicable, completed each three (3) months of continuous service thereafter.
F7 The RSUs were received in exchange for six thousand (6,000) RSUs in Velodyne Lidar USA, Inc. 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 (1) 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 requriement will be or, as applicable, was satisfied with respect to twenty-five percent (25%) of the RSUs when the Reporting Person remains or, as applicable, remained in continous service through the one-year anniversary of February 22, 2019 and with respect to six and one-quarter percent (6.25%) of the RSUs when the Reporting Person completes or, as applicable, completed each three (3) months of continuous service thereafter.
F8 The RSUs were received in exchange for two thousand one hundred sixty- five (2,165) RSUs in Velodyne Lidar USA, Inc. 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 (1) 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, as applicable, was satisfied with respect to twenty-five percent (25%) of the RSUs when the Reporting Person remains or, as applicable, remained in continuous service through the one-year anniversary of March 11, 2020 and with respect to six-and-one-quarter percent (6.25%) of the RSUswhen the Reporting Person completes or, as applicable, completed each three (3) months of continuous service thereafter.
F9 The RSUs were received in exchange for seven thousand eight hundred thirty-five (7,835) RSUs in Velodyne Lidar USA, Inc. 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 (1) 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, as applicable, was satisfied with respect to twenty-five percent (25%) of the RSUs when the Reporting Person remains or, as applicable, remained in continuous service through the one-year anniversary of March 11, 2020 and with respect to six-and-one-quarter percent (6.25%) of the RSUs when the Reporting Person completes or, as applicable, completed each three (3) months of continuous service thereafter.
F10 The Reporting Person was granted Restricted Stock Units (RSUs) which represent a contigent right to receive one (1) share of Common Stock for each RSU. The RSU shall vest six-and-one-quarter percent (6.25%) on each Company quarterly vesting dates after January 15, 2021, provided the Reporting Person remains in continuous service through on each vesting date. Quarterly vesting dates are March 31, June 30, September 30 and December 31.
F11 The Reporting Person was granted RSUs which represent a contigent right to receive one (1) share of Common Stock for each RSU. The RSU shall vest with respect to twenty-five percent (25%) of the RSUs on each Company quarterly vesting dates after February 28, 2021, provided the Reporting Person remains in continuous service through on each vesting date. Quarterly vesting dates are February 28, May 28, August 28 and November 28.