Marta R. Thoma - Jul 1, 2022 Form 4 Insider Report for Velodyne Lidar, Inc. (VLDR)

Signature
Marta Hall
Stock symbol
VLDR
Transactions as of
Jul 1, 2022
Transactions value $
-$4,457,409
Form type
4
Date filed
7/5/2022, 04:42 PM
Previous filing
Apr 15, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction VLDR Common Stock Sale -$4.46M -5.44M -100% $0.82 0 Jul 1, 2022 Direct F1, F2
holding VLDR Common Stock 0 Jul 1, 2022 By Husband 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 VLDR Restricted Stock Unit 58.8K Jul 1, 2022 Common Stock 0 Direct F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 These securities are owned solely by Marta Hall, who is a member of a "group" with David S. Hall for purposes of Section 13(d) of the Exchange Act.
F2 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 shares of common stock in New Velodyne in exchange for 1,992,832 shares of common stock in Velodyne Lidar USA, Inc. On the effective date of the Merger, the closing price of New Velodyne common stock was $24.75 per share.
F3 These securities are owned solely by David S. Hall, who is a member of a "group" with the Reporting Person for purposes of Section 13(d) of the Exchange Act.
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 Reporting Person received Restricted Stock Units ("RSUs") in exchange for thirty-five thousand (35,000) 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 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 (1) 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.