| Type | Sym | Class | Transaction | Value $ | Shares | Change % | Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | VLDR | Common Stock | Options Exercise | +5.76 K | +4.63% | 130 K | Feb 9, 2022 | Direct | F1 | ||
| transaction | VLDR | Common Stock | Sale | -$8.02 K | -2 K | -1.53% | $4.02 | 128 K | Feb 10, 2022 | Direct | F2, F3 |
| 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 | +24.99% | $0.00 | 4.59 K | Feb 9, 2022 | Common Stock | 5.51 K | Direct | F4, F5 | |
| transaction | VLDR | Restricted Stock Unit | Options Exercise | $0 | +4.85 K | +20% | $0.00 | 29.1 K | Feb 9, 2022 | Common Stock | 33.9 K | Direct | F6 |
| 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 | 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. |
| F3 | Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $4.018672 to $4.018889. The reporting person has provided to the issuer, and undertakes to provide to the staff of the Commission or any security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range. |
| 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 5,000 restricted stock units 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 share of common stock. The liquidity-event requirement is expected to be satisfied or deemed satisfied by the Board of Directors of New Velodyne in calendar year 2020 and the service-based requirement will be or, as applicable, was satisfied with respect to 25% of the RSUs when the Reporting Person remains or, as applicable, remained in continuous service through the one-year anniversary of April 17, 2019 and with respect to 6.25% of the RSUs when the Reporting Person completes or, as applicable, completed each three (3) months of continuous service thereafter. |
| F6 | The Reporting Person was granted RSUs which represent a contingent right to receive one (1) share of Common Stock for each RSU. The RSU shall vest over a two (2) year period in equal quarterly installments from July 18, 2021, subject to the Reporting Person's continuous service with the Issuer. |