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

Role: Chief Executive Officer, Director
Signature: /s/ William D. McCombe as attorney-in-fact for Benyamin Buller
Stock symbol: VLD
Transactions as of: Sep 29, 2021
Transactions value $: $0
Form type: 4
Date filed: 10/1/2021, 09:54 PM
Next filing: Dec 9, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	VLD	Common Stock	Award		+4.89M			4.89M	Sep 29, 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	VLD	Earnout Rights	Award		+1.34M			1.34M	Sep 29, 2021	Common Stock	1.34M		Direct	F2, F3

* 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	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.
F3	Reflects Earnout Rights acquired pursuant to the Business Combination. The transactions contemplated by the Business Combination Agreement closed on September 29, 2021.