Mark Weinswig - Feb 10, 2023 Form 4 Insider Report for Ouster, Inc. (OUST)

Role: Chief Financial Officer
Signature: /s/ Megan Chung, as Attorney-in-Fact
Stock symbol: OUST
Transactions as of: Feb 10, 2023
Transactions value $: $0
Form type: 4
Date filed: 2/14/2023, 07:56 PM
Previous filing: Jun 3, 2022
Next filing: Mar 20, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	OUST	Common Stock	Award		+790K			790K	Feb 10, 2023	Direct	F1, F2

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

Explanation of Responses:

Id	Content
F1	Includes 767,175 shares of 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.

Content

Includes 767,175 shares of common stock subject to time-based restrictions on transfer ("RSAs"). The RSAs will vest in accordance with the terms of the underlying awards.

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.