Laura Tarman - Oct 12, 2022 Form 4 Insider Report for Velodyne Lidar, Inc. (VLDR)

Role
SVP of Worldwide Sales
Signature
/s/ Tracey Mastropoalo - Attorney-in-Fact
Stock symbol
VLDR
Transactions as of
Oct 12, 2022
Transactions value $
-$610
Form type
4
Date filed
10/14/2022, 04:46 PM
Previous filing
Sep 16, 2022
Next filing
Dec 16, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction VLDR Common Stock Options Exercise +1.84K +0.36% 519K Oct 12, 2022 Direct F1
transaction VLDR Common Stock Sale -$610 -718 -0.14% $0.85 519K Oct 13, 2022 Direct F2

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 -437 -14.29% $0.00 2.62K Oct 12, 2022 Common Stock 3.06K Direct F3, F4
transaction VLDR Restricted Stock Unit Options Exercise $0 -551 -20% $0.00 2.2K Oct 12, 2022 Common Stock 2.76K Direct F3, F5
transaction VLDR Restricted Stock Unit Options Exercise $0 -850 -9.09% $0.00 8.5K Oct 12, 2022 Common Stock 9.35K 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 October 12, 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 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 (the "RSUs") in exchange for restricted stock units in Velodyne Lidar USA, Inc.
F4 The RSUs were received in exchange for 2,380 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 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 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 6.25% of the RSUs when the Reporting Person completes or, as applicable, completed each three (3) months of continuous service thereafter.
F5 The RSUs were received in exchange for 3,000 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 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 25% of the RSUs when the Reporting Person remains or, as applicable, remained in continuous service through the one-year anniversary of September 19, 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 share of Common Stock for each RSU. The RSU shall vest over four (4) years with six-and-one-quarter percent (6.25%) vesting quarterly thereafter from March 8, 2021, provided the Reporting Person remains in continuous service on each vesting date.