Marta Hall - Dec 30, 2021 Form 4 Insider Report for Velodyne Lidar, Inc. (VLDR)

Role
Director
Signature
/s/ Marta Hall
Stock symbol
VLDR
Transactions as of
Dec 30, 2021
Transactions value $
-$17,651
Form type
4
Date filed
1/3/2022, 07:07 PM
Previous filing
Dec 10, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction VLDR Common Stock Options Exercise +7.34K +0.13% 5.48M Dec 30, 2021 Direct F1, F2, F3
transaction VLDR Common Stock Sale -$17.7K -3.72K -0.07% $4.75 5.48M Dec 31, 2021 Direct F4
holding VLDR Common Stock 59.8M Dec 30, 2021 By husband F5, F6

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 -7.34K -10% $0.00 66.1K Dec 30, 2021 Common Stock 7.34K Direct F7, F8
* 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 (1) share of Common Stock for each RSU. The shares were issued pursuant to vested RSUs released on December 30, 2021.
F2 These securities are owned solely by Marta Hall, who is a member of a "group" with David S. Hall for purposes of Section 13(d) of the Exchange Act.
F3 This Form 4 is being updated to report 47 shares that were inadvertently included on the Reporting Person's Form 4 filed on December 10, 2021.
F4 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 Reporting Person's award agreement 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.
F5 Represents shares received by the Reporting Person's husband, David S. Hall, in the Merger.
F6 These securities are owned solely by David S. Hall, who is a member of a "group" with the Reporting Person for purposes of Section 13(d) of the Exchange Act.
F7 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 (the "Merger"), and amended on August 20, 2020, 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., the Reporting Person received RSUs in New Velodyne in exchange for RSUs in Velodyne Lidar USA, Inc.
F8 The Reporting Person received RSUs in exchange for 25,000 RSUs in Velodyne Lidar USA, Inc. in connection with the Merger. Subject to the satisfaction of both a liquidity event and service-based requirement, each RSU represents the right to receive one (1) 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 twenty-five percent (25%) of the RSUs when the Reporting Person remains or, as applicable, remained in continuous service through the one (1) year anniversary of March 23, 2016 and with respect to six-and-one-quarter percent (6.25%) of the RSUs when the Reporting Person completes or, as applicable, completed each three (3) months of continuous service thereafter.