Sally Frykman - 09 Feb 2022 Form 4 Insider Report for Velodyne Lidar, Inc.

Role: Chief Marketing Officer
Signature: /s/ Tracey Mastropoalo - Attorney-in-Fact
Issuer symbol: N/A
Transactions as of: 09 Feb 2022
Net transactions value: -$12,374
Form type: 4
Filing time: 11 Feb 2022, 15:43:56 UTC
Previous filing: 12 Nov 2021
Next filing: 11 Mar 2022
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	VLDR	Common Stock	Options Exercise		+7,298	+18%		47,493	09 Feb 2022	Direct	F1, F2
transaction	VLDR	Common Stock	Sale	$12,374	-3,079	-6.5%	$4.02	44,414	10 Feb 2022	Direct	F3

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	-918	-25%	$0.000000	2,755	09 Feb 2022	Common Stock	3,673		Direct	F4, F5
transaction	VLDR	Restricted Stock Unit	Options Exercise	$0	-918	-20%	$0.000000	3,673	09 Feb 2022	Common Stock	4,591		Direct	F4, F6
transaction	VLDR	Restricted Stock Unit	Options Exercise	$0	-1,101	-17%	$0.000000	5,509	09 Feb 2022	Common Stock	6,610		Direct	F4, F7
transaction	VLDR	Restricted Stock Unit	Options Exercise	$0	-397	-10%	$0.000000	3,578	09 Feb 2022	Common Stock	3,975		Direct	F4, F8
transaction	VLDR	Restricted Stock Unit	Options Exercise	$0	-1,438	-10%	$0.000000	12,948	09 Feb 2022	Common Stock	14,386		Direct	F4, F9
transaction	VLDR	Restricted Stock Unit	Options Exercise	$0	-362	-7.7%	$0.000000	4,343	09 Feb 2022	Common Stock	4,705		Direct	F10
transaction	VLDR	Restricted Stock Unit	Options Exercise	$0	-2,164	-7.1%	$0.000000	28,141	09 Feb 2022	Common Stock	30,305		Direct	F11

* 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 February 9, 2022.
F2	This Form 4 is being updated to report 919 share(s) that were inadvertently included on the Reporting Person's Form 4 filed on May 28, 2021.
F3	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.
F4	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.
F5	The RSUs were received in exchange for five thousand (5,000) RSUs in Velodyne Lidar USA, Inc. in connection with the Merger. Subject to the satisfaction of both a liquidity-event requirement 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 requriement 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 continous service through the one-year anniversary of September 29, 2018 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.
F6	The RSUs were received in exchange for five thousand (5,000) RSUs in Velodyne Lidar USA, Inc. in connection with the Merger. Subject to the satisfaction of both a liquidity-event requirement 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 requriement 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 continous service through the one-year anniversary of November 26, 2018 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.
F7	The RSUs were received in exchange for six thousand (6,000) RSUs in Velodyne Lidar USA, Inc. in connection with the Merger. Subject to the satisfaction of both a liquidity-event requirement 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 requriement 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 continous service through the one-year anniversary of February 22, 2019 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.
F8	The RSUs were received in exchange for two thousand one hundred sixty- five (2,165) RSUs in Velodyne Lidar USA, Inc. in connection with the Merger. Subject to the satisfaction of both a liquidity-event requirement 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-year anniversary of March 11, 2020 and with respect to six-and-one-quarter percent (6.25%) of the RSUswhen the Reporting Person completes or, as applicable, completed each three (3) months of continuous service thereafter.
F9	The RSUs were received in exchange for seven thousand eight hundred thirty-five (7,835) RSUs in Velodyne Lidar USA, Inc. in connection with the Merger. Subject to the satisfaction of both a liquidity-event requirement 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-year anniversary of March 11, 2020 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.
F10	The Reporting Person was granted Restricted Stock Units (RSUs) which represent a contigent right to receive one (1) share of Common Stock for each RSU. The RSU shall vest six-and-one-quarter percent (6.25%) on each Company quarterly vesting dates after January 15, 2021, provided the Reporting Person remains in continuous service through on each vesting date. Quarterly vesting dates are March 31, June 30, September 30 and December 31.
F11	The Reporting Person was granted RSUs which represent a contigent right to receive one (1) share of Common Stock for each RSU. The RSU shall vest with respect to twenty-five percent (25%) of the RSUs on each Company quarterly vesting dates after February 28, 2021, provided the Reporting Person remains in continuous service through on each vesting date. Quarterly vesting dates are February 28, May 28, August 28 and November 28.