Ricardo Angel - Sep 29, 2021 Form 4 Insider Report for Velo3D, Inc. (VLD)

Role
Director
Signature
/s/ William D. McCombe as attorney-in-fact for Ricardo Angel
Stock symbol
VLD
Transactions as of
Sep 29, 2021
Transactions value $
$0
Form type
4
Date filed
10/1/2021, 09:52 PM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction VLD Common Stock Award +22.9M 22.9M Sep 29, 2021 By PIV Fund I, L.P. 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 Earnout Rights Award +3.03M 3.03M Sep 29, 2021 Common Stock 3.03M By PIV Fund I, L.P. F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Pursuant to the Business Combination Agreement, dated March 22, 2021 (the "Business Combination Agreement"), by and between JAWS Spitfire Acquisition Corporation, a Cayman Islands exempted company ("JAWS"), Spitfire Merger Sub, Inc., a Delaware corporation, and Velo3D, Inc., a Delaware corporation ("Velo3D"), the parties effected a business combination transaction ("Business Combination") on September 29, 2021. As a result of the Business Combination, Velo3D became a wholly-owned subsidiary of JAWS. Velo3D was renamed "Velo3D US, Inc." and JAWS was renamed "Velo3D, Inc." ("New Velo3D"). In connection with the consummation of the Business Combination, the Reporting Person's shares of Velo3D Common Stock were exchanged for shares of New Velo3D Common Stock at an exchange ratio of 0.8149 to 1 (calculated as $8.15 divided by $10.00).
F2 Represents shares of New Velo3D Common Stock and Earnout Rights (as defined in footnote (3)) owned by PIV Fund I, L.P. ("PIV Fund I"). PIV Fund I is managed by PIV GP, LLC its general partner ("PIV GP"). PIV GP is a Cayman Islands Limited Liability Company. Ricardo Angel is the sole managing member of PIV GP and the Chief Executive Officer of PIVA Capital. Mr. Angel disclaims beneficial ownership of the shares of New Velo3D Common Stock and Earnout Rights (as defined in footnote (3)) held by PIV Fund I except to the extent of his pecuniary interest, if any, therein, and this report shall not be deemed an admission that Mr. Angel is the beneficial owner of such shares or rights for Section 16 or any other purpose.
F3 Pursuant to the earnout provisions in the Business Combination Agreement, the Reporting Person is entitled to receive shares of New Velo3D Common Stock if, from the closing of the transaction until the fifth anniversary thereof, the volume-weighted average price of the Common Stock equals or exceeds certain thresholds (the "Earnout Rights"). Of these Earnout Rights, one-half will be issued if the volume-weighted average price of the Common Stock equals or exceeds $12.50 for any 20 trading days within any 30-trading day period and one-half will be issued if the volume-weighted average price of the Common Stock equals or exceeds $15.00 for any 20 trading days within any 30-trading day period, in each case, subject to adjustment as provided in the Business Combination Agreement.
F4 Reflects Earnout Rights acquired pursuant to the Business Combination. The transactions contemplated by the Business Combination Agreement closed on September 29, 2021.