Laura Tarman - Dec 29, 2022 Form 4 Insider Report for Velodyne Lidar, Inc. (VLDR)

Signature
/s/ Daniel Horwood, Attorney-in-Fact
Stock symbol
VLDR
Transactions as of
Dec 29, 2022
Transactions value $
-$547
Form type
4
Date filed
1/3/2023, 05:09 PM
Previous filing
Dec 16, 2022
Next filing
Feb 8, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction VLDR Common Stock Options Exercise +1.84K +0.35% 521K Dec 29, 2022 Direct F1
transaction VLDR Common Stock Sale -$547 -729 -0.14% $0.75 520K Dec 29, 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 -16.67% $0.00 2.19K Dec 29, 2022 Common Stock 437 Direct F3
transaction VLDR Restricted Stock Unit Options Exercise $0 -551 -25% $0.00 1.65K Dec 29, 2022 Common Stock 551 Direct F3, F4
transaction VLDR Restricted Stock Unit Options Exercise $0 -849 -9.99% $0.00 7.65K Dec 29, 2022 Common Stock 849 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 December 29, 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 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.
F4 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.
F5 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.