Anand Gopalan - May 26, 2021 Form 4 Insider Report for Velodyne Lidar, Inc. (VLDR)

Role: President and CEO, Director
Signature: /s/ Tracey Mastropoalo, Attorney-in-Fact
Stock symbol: VLDR
Transactions as of: May 26, 2021
Transactions value $: $0
Form type: 4
Date filed: 5/28/2021, 09:11 PM
Previous filing: May 17, 2021
Next filing: Jun 3, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	VLDR	Common Stock	Options Exercise	$0	+147K	+48.35%	$0.00	452K	May 26, 2021	Direct	F1

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	-4.59K	-14.29%	$0.00	27.5K	May 26, 2021	Common Stock	32.1K		Direct	F2, F3
transaction	VLDR	Restricted Stock Unit	Options Exercise	$0	-13.8K	-12.5%	$0.00	96.4K	May 26, 2021	Common Stock	110K		Direct	F2, F4
transaction	VLDR	Restricted Stock Unit	Options Exercise	$0	-9.18K	-11.11%	$0.00	73.4K	May 26, 2021	Common Stock	82.6K		Direct	F2, F5
transaction	VLDR	Restricted Stock Unit	Options Exercise	$0	-9.18K	-18.18%	$0.00	41.3K	May 26, 2021	Common Stock	50.5K		Direct	F2, F6
transaction	VLDR	Restricted Stock Unit (Promotion)	Options Exercise	$0	-55.1K	-17.65%	$0.00	257K	May 26, 2021	Common Stock	312K		Direct	F2, F7
transaction	VLDR	Restricted Stock Unit	Options Exercise	$0	-55.7K	-100%	$0.00^*	0	May 26, 2021	Common Stock	55.7K		Direct	F2, F8

* 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 share of Common Stock for each RSU. The shares were issued pursuant to vested RSUs released on May 26, 2021.
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 RSUs in exchange for restricted stock units in Velodyne Lidar USA, Inc.
F3	The RSUs were received 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 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 was satisfied with respect to 25% of the RSUs when the Reporting Person remained in continuous service through the one-year anniversary of September 29, 2018 and with respect to 6.25% of the RSUs when the Reporting Person completes or completed each three (3) months of continuous service thereafter. The service-based requirement is also subject to acceleration in the event the Reporting Person is subject to a qualifying involuntary termination of employment in connection with the sale of New Velodyne.
F4	The RSUs were received 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 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 was satisfied with respect to 25% of the RSUs when the Reporting Person remained in continuous service through the one-year anniversary of November 26, 2018 and with respect to 6.25% of the RSUs when the Reporting Person completes or completed each three (3) months of continuous service thereafter. The service-based requirement is also subject to acceleration in the event the Reporting Person is subject to a qualifying involuntary termination of employment in connection with the sale of New Velodyne.
F5	The RSUs were received 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 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 satisfied with respect to 25% of the RSUs when the Reporting Person remains in continuous service through the one-year anniversary of February 22, 2019 and with respect to 6.25% of the RSUs when the Reporting Person completes each three (3) months of continuous service thereafter. The service-based requirement is also subject to acceleration in the event the Reporting Person is subject to a qualifying involuntary termination of employment in connection with the sale of New Velodyne.
F6	The RSUs were received 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 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 satisfied with respect to 25% of the RSUs will vest on the one-year anniversary of July 8, 2019 and with respect to 6.25% of the RSUs when the Reporting Person completed each three (3) months of continuous service thereafter. The service-based requirement is also subject to acceleration in the event the Reporting Person is subject to a qualifying involuntary termination of employment in connection with the sale of New Velodyne.
F7	The promotion restricted stock units ("Promotion RSUs") were received in connection with the Merger. Subject to the satisfaction of both a liquidity event requirement and service-based requirement, each Promotion RSU represents the right to receive one 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 is expected to be satisfied with respect to 58.33% of the Promotion RSUs if the Reporting Person remains in continuous service through the satisfaction of the liquidity-event requirement (such date, the "Initial Vesting Date"), and in installments with respect to the remaining Promotion RSUs when the Reporting Person completes each of the next seven (7) successive three-month periods of continuous service, subject to acceleration upon a qualifying involuntary termination of employment.
F8	The Reporting Person was granted RSUs which represent a contingent right to receive one share of Common Stock for each RSU. The RSUs are fully vested.