James Barnhart - Jul 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: Jul 13, 2022
Transactions value $: -$4,930
Form type: 4
Date filed: 7/15/2022, 07:34 PM
Previous filing: May 13, 2022
Next filing: Aug 12, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	VLDR	Common Stock	Options Exercise		+14.2K	+1.28%		1.12M	Jul 13, 2022	Direct	F1, F2
transaction	VLDR	Common Stock	Sale	-$4.93K	-5K	-0.45%	$0.99	1.12M	Jul 15, 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	-14.2K	-8.33%	$0.00	156K	Jul 13, 2022	Common Stock	171K		Direct	F4

* 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 July 13, 2022.
F2	Includes 5,498 shares acquired under the VLDR 2020 Employee Stock Purchase Plan on May 31, 2022. This transaction is exempt pursuant to Rule 16b-3(c).
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	Represents a restricted stock unit award 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.