Barry S. Sternlicht - Sep 29, 2021 Form 4 Insider Report for Velo3D, Inc. (VLD)

Role: 10%+ Owner
Signature: /s/ Michael Racich, Attorney-in-Fact for Barry Stuart Sternlicht
Stock symbol: VLD
Transactions as of: Sep 29, 2021
Transactions value $: $6,675,000
Form type: 4
Date filed: 10/1/2021, 05:45 PM
Previous filing: Sep 16, 2021
Next filing: Sep 30, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	VLD	Class A common stock	Other		+8.55M			8.55M	Sep 29, 2021	By Spitfire Sponsor LLC	F1, 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	VLD	Class B ordinary shares	Other		-8.55M	-100%		0	Sep 29, 2021	Class A ordinary shares	8.55M		By Spitfire Sponsor LLC	F1, F2
transaction	VLD	Warrants to purchase Class A common stock	Other	$6.68M	+4.45M		$1.50	4.45M	Sep 29, 2021	Class A Common Stock	4.45M	$11.50	By Spitfire Sponsor LLC	F2, F3

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

Explanation of Responses:

Id	Content
F1	In connection with the consummation of the transactions contemplated by the Business Combination Agreement, dated March 22, 2021, by and among JAWS Spitfire Acquisition Corporation ("JAWS Spitfire"), Spitfire Merger Sub, Inc. and Velo3D, Inc. (the transactions contemplated thereby, the "Business Combination"), JAWS Spitfire domesticated as a Delaware corporation (the "Domestication") and changed its name to "Velo3D, Inc." ("Velo3D"). In connection with the Domestication, Spitfire Sponsor LLC's (the "Sponsor") Class B ordinary shares, par value $0.0001 per share, of JAWS Spitfire, which were previously convertible into Class A ordinary shares of JAWS Spitfire, were automatically converted into shares of Class A common stock of Velo3D, par value $0.0001 per share, on a one-for-one basis.
F2	The reported securities are held by the Sponsor, which is controlled by the reporting person and the reporting person is therefore deemed to be the beneficial owner of such securities. The reporting person disclaims beneficial ownership of the securities reported herein except to the extent of its respective pecuniary interest therein and the filing of this Form 4 shall not be construed as an admission that such reporting person is the beneficial owner of any securities covered by this Form 4.
F3	Pursuant to the Private Placement Warrant Purchase Agreement, dated as of December 2, 2020, by and between JAWS Spitfire and the Sponsor, the Sponsor purchased warrants to purchase Class A ordinary shares, which following the Domestication entitle the Sponsor to purchase shares of Class A common stock of Velo3D (the "Private Placement Warrants") for a price of $1.50 per Private Placement Warrant. Upon consummation of the Business Combination, the Private Placement Warrants became exercisable, beginning 180 days after the closing of the Business Combination (or at an earlier date if agreed upon by the Velo3D board), for one share of Class A common stock at a price of $11.50 per share. The Private Placement Warrants expire on the fifth anniversary of the consummation of the Business Combination.