David S. Hall - Jul 14, 2021 Form 4 Insider Report for Velodyne Lidar, Inc. (VLDR)

Role: 10%+ Owner
Signature: /s/ David S. Hall
Stock symbol: VLDR
Transactions as of: Jul 14, 2021
Transactions value $: -$54,734
Form type: 4
Date filed: 7/20/2021, 06:23 PM
Previous filing: Jun 25, 2021
Next filing: Mar 3, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	VLDR	Common Stock	Options Exercise	$0	+7.34K	+0.13%	$0.00	5.47M	Jul 14, 2021	By Wife	F1, F2
transaction	VLDR	Common Stock	Sale	-$54.7K	-5.93K	-0.11%	$9.23^*	5.46M	Jul 14, 2021	By Wife	F3
holding	VLDR	Common Stock						59.2M	Jul 14, 2021	Direct

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	-7.34K	-8.33%	$0.00	80.8K	Jul 14, 2021	Common Stock	7.34K		By wife	F4, F5

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

Explanation of Responses:

Id	Content
F1	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.
F2	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.
F3	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.
F4	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.
F5	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).