Mathew Rekow - Jun 9, 2021 Form 4 Insider Report for Velodyne Lidar, Inc. (VLDR)

Signature
/s/ Tracey Mastropoalo, Attorney-in-Fact
Stock symbol
VLDR
Transactions as of
Jun 9, 2021
Transactions value $
-$43,350
Form type
4
Date filed
6/11/2021, 08:53 PM
Previous filing
Jun 3, 2021
Next filing
Jul 19, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction VLDR Common Stock Options Exercise +7.57K +5.61% 143K Jun 9, 2021 Direct F1
transaction VLDR Common Stock Sale -$43.4K -3.81K -2.67% $11.38* 139K Jun 10, 2021 Direct F2

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 -2.75K -11.11% $0.00 22K Jun 9, 2021 Common Stock 2.75K Direct F3, F4
transaction VLDR Restricted Stock Unit Options Exercise $0 -4.81K -6.25% $0.00 72.2K Jun 9, 2021 Common Stock 4.81K Direct F5
* 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 June 9, 2021.
F2 The sales reported on this Form 4 represent shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the previously reported vesting and settlement of RSUs. These sales are mandated by the Issuer's election under its equity incentive plans 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.
F3 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, and amended on August 20, 2020 (the "Merger"), 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.
F4 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, as applicable, was satisfied with respect to 25% of the RSUs when the Reporting Person remains or, as applicable, remained 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 or, as applicable, completed each three (3) months of continuous service thereafter.
F5 The Reporting Person was granted RSUs which represent a contingent right to receive one share of Common Stock for each RSU. The RSU shall vest with respect to 6.25% of the RSUs on each company quarterly vesting dates after February 28, 2021, provided the Reporting Person remains in continuous service on each vesting date. Quarterly vesting dates are February 28, May 28, August 28 and November 28.