James Barnhart - Apr 13, 2022 Form 4 Insider Report for Velodyne Lidar, Inc. (VLDR)

Role: Chief Operating Officer
Signature: /s/ Tracey Mastropoalo - Attorney-in-Fact
Stock symbol: VLDR
Transactions as of: Apr 13, 2022
Transactions value $: -$43,397
Form type: 4
Date filed: 4/15/2022, 05:42 PM
Previous filing: Feb 11, 2022
Next filing: May 13, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	VLDR	Common Stock	Options Exercise		+56.9K	+1072.41%		62.2K	Apr 13, 2022	Direct	F1
transaction	VLDR	Common Stock	Award		+187K	+300.84%		249K	Apr 13, 2022	Direct	F2
transaction	VLDR	Common Stock	Award		+873K	+350.24%		1.12M	Apr 13, 2022	Direct	F3
transaction	VLDR	Common Stock	Sale	-$43.4K	-20.4K	-1.82%	$2.13	1.1M	Apr 13, 2022	Direct	F4

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	-56.9K	-25%	$0.00	171K	Apr 13, 2022	Common Stock	227K		Direct	F5

* 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 April 13, 2022.
F2	Represents shares of restricted stock that will vest and become non-forfeitable subject to the Reporting Person's continuous service, whereby 6.25% of the shares will vest if the Reporting Person remains in continuous service through May 28, 2022 and an additional 6.25% of the shares will vest if the Reporting Person remains in continuous service for each successive three-month period thereafter.
F3	Represents the maximum number of shares of restricted stock that will vest and become non-forfeitable if certain performance goals are satisfied and the Reporting Person remains in continuous service through the applicable vesting dates, whereby, if the maximum goals are achieved, 1/3 of the shares will vest if the Reporting Person remains in service through February 28, 2023 (or, if later, the date the performance goals are certified) the remaining shares will vest in two equal installments if the Reporting Person remains in continuous service through February 28, 2024 and February 28, 2025.
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 a Restricted Stock Unit ("RSUs") that vests in installments, with twenty-five percent (25%) of the shares vesting on March 15, 2022, and six-and-one-quarter percent (6.25%) of the shares vesting quarterly thereafter, subject to the Reporting Person's continuous service with the Issuer.