Mathew Rekow - Sep 14, 2022 Form 4 Insider Report for Velodyne Lidar, Inc. (VLDR)

Role: Chief Technology Officer
Signature: /s/ Tracey Mastropoalo, Attorney-in-Fact
Stock symbol: VLDR
Transactions as of: Sep 14, 2022
Transactions value $: -$8,266
Form type: 4
Date filed: 9/16/2022, 05:08 PM
Previous filing: Sep 12, 2022
Next filing: Oct 14, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	VLDR	Common Stock	Options Exercise		+7.57K	+0.72%		1.06M	Sep 14, 2022	Direct	F1
transaction	VLDR	Common Stock	Sale	-$3.35K	-2.72K	-0.26%	$1.23	1.06M	Sep 15, 2022	Direct	F2
transaction	VLDR	Common Stock	Sale	-$4.92K	-4K	-0.38%	$1.23	1.05M	Sep 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	+2.75K	+99.96%	$0.00	5.51K	Sep 14, 2022	Common Stock	8.26K		Direct	F4, F5
transaction	VLDR	Restricted Stock Unit	Options Exercise	$0	+4.81K	+11.11%	$0.00	48.1K	Sep 14, 2022	Common Stock	53K		Direct	F6

* 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 September 14, 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	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 restricted stock awards. 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 Fifteen Thousand (15,000) 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 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 Febraury 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 continous 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 with respect to twenty-five percent (25% ) of the RSUs on each quarterly vesting dates after February 28, 2021, provided the Reporting Person remains in continuous service on each vesting date. Quarterly vesting dates are February 28, May 28, August 28 and November 28.