Ted L. Tewksbury III - Feb 10, 2023 Form 4 Insider Report for Ouster, Inc. (OUST)

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	OUST	Common Stock	Award		+1.12M			1.12M	Feb 10, 2023	Direct	F1, F2
transaction	OUST	Common Stock	Award	$0	+186K	+16.59%	$0.00	1.31M	Feb 10, 2023	Direct	F3

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

Id	Content
F1	Includes 835,129 shares of Ouster, Inc. ("Company") common stock subject to time-based restrictions on transfer ("RSAs"). The RSAs will vest in accordance with the terms of the underlying awards.
F2	Pursuant to the Agreement and Plan of Merger, dated as of November 4, 2022 (the "Merger Agreement"), at the effective time of the first merger contemplated by the Merger Agreement (the "Effective Time"), each share of common stock of Velodyne Lidar, Inc. ("Velodyne") held by the Reporting Person immediately prior to the Effective Time was converted into 0.8204 shares of the Company's common stock. At the Effective Time, each outstanding RSA held by the Reporting Person was converted into a number of restricted shares of the Company's common stock equal to the product of the number of shares of Velodyne common stock subject to the RSA and 0.8204, with the same terms and conditions as applied to the RSA immediately prior to the Effective Time. The transaction was exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16b-3 promulgated thereunder.
F3	Represents Company restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of the Company's common stock. The RSUs vest as to 1/5 of the the total number of RSUs on each of the first five quarterly anniversaries of the grant date, subject to the Reporting Person's continued service through the applicable vesting date. The RSUs have no expiration date.