William D. McCombe - Dec 7, 2021 Form 4 Insider Report for Velo3D, Inc. (VLD)

Role: Chief Financial Officer, Director
Signature: /s/ Benyamin Buller as attorney-in-fact for William D. McCombe
Stock symbol: VLD
Transactions as of: Dec 7, 2021
Transactions value $: $0
Form type: 4
Date filed: 12/9/2021, 07:54 PM
Previous filing: Oct 1, 2021
Next filing: Jan 27, 2022

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	Stock Option (right to buy Common Stock)	Award	$0	+2.01M		$0.00	2.01M	Dec 7, 2021	Common Stock	2.01M	$0.18	Direct	F1, F2
transaction	VLD	Stock Option (right to buy Common Stock)	Award	$0	+275K		$0.00	275K	Dec 7, 2021	Common Stock	275K	$0.18	Direct	F1, F2

* 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"). Pursuant to the forfeiture provision in the Business Combination Agreement, the outstanding options of Velo3D were exchanged for comparable options of New Velo3D at the exchange ratio of 0.8149 to 1, subject to the same terms and conditions that applied to the original grant.
F2	The option vests as to 1/4 of the total shares on August 20, 2020, and thereafter 2.0833% of the remaining shares vest monthly until such time as the option is 100% vested, subject to the continued service of the Reporting Person on each vesting date.

Content

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"). Pursuant to the forfeiture provision in the Business Combination Agreement, the outstanding options of Velo3D were exchanged for comparable options of New Velo3D at the exchange ratio of 0.8149 to 1, subject to the same terms and conditions that applied to the original grant.

The option vests as to 1/4 of the total shares on August 20, 2020, and thereafter 2.0833% of the remaining shares vest monthly until such time as the option is 100% vested, subject to the continued service of the Reporting Person on each vesting date.