Daniel Horwood - Feb 10, 2023 Form 4 Insider Report for Velodyne Lidar, Inc. (VLDR)

Role: General Counsel & Corp Secty
Signature: /s/ Daniel Horwood
Stock symbol: VLDR
Transactions as of: Feb 10, 2023
Transactions value $: $0
Form type: 4
Date filed: 2/13/2023, 03:58 PM
Previous filing: Jan 3, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	VLDR	Common Stock	Disposed to Issuer		-262K	-39.42%		402K	Feb 10, 2023	Direct	F1, F2, F3
transaction	VLDR	Common Stock	Disposed to Issuer		-402K	-100%		0	Feb 10, 2023	Direct	F1, 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	Disposed to Issuer		-9.52K	-100%		0	Feb 10, 2023	Common Stock	9.52K		Direct	F5, F6
transaction	VLDR	Restricted Stock Unit	Disposed to Issuer		-15.5K	-100%		0	Feb 10, 2023	Common Stock	15.5K		Direct	F6, F7

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Daniel Horwood is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	On February 10, 2023, the closing of the transactions contemplated by the Agreement and Plan of Merger, dated November 4, 2022 (as it may be amended from time to time), by and among Ouster, Inc. ("Ouster"), Oban Merger Sub, Inc., a wholly owned subsidiary of Ouster, Oban Merger Sub II LLC, a wholly owned subsidiary of Ouster, and Velodyne Lidar, Inc. ("Velodyne") occurred, pursuant to which Velodyne merged into a wholly owned subsidiary of Ouster (the "Merger").
F2	At the effective time of the Merger (the "Effective Time), each Performance-based restricted stock award was deemed to be met at the target level of achievement of the performance goals, resulting in a forfeiture of shares above the target level.
F3	Includes 3,168 shares of common stock acquired pursuant to the Company's 2020 Employee Stock Purchase Plan acquired by the Reporting Person on January 23, 2023.
F4	At the effective time of the Merger, each outstanding share of Velodyne common stock automatically converted to the right to receive 0.8204 of a share of Ouster common stock.
F5	The Reporting Person received restricted stock units ("RSUs") on September 9, 2021 that will vest in installments over four (4) years, with six-and-one-quarter percent (6.25%) of the RSUs vesting on the quarterly anniversary date thereafter, subject to continued employment with the issuer through each anniversary date. Six-and-one-quarter percent (6.25%) of the RSUs vested on December 9, 2021 were delivered to the Reporting Person on the vest date.
F6	Each unvested RSU outstanding immediately prior to the Effective Time was cancelled and assumed by Ouster and converted into the right to receive an award of RSUs covering that number of shares of Ouster common stock, rounded up to the nearest whole share, equal to 0.8204 per share of Velodyne common stock. Each converted RSU award described herein shall be subject to the same terms and conditions (including vesting and expiration schedule, as applicable) as applied to the corresponding Velodyne RSU award as of immediately prior to the effective time of the Merger.
F7	The Reporting Person received Restricted Stock Units ("RSUs") that will vest in installments over four (4) years, with twenty-five percent (25%) of the RSUs vesting on July 7, 2022, and six-and-one-quarter percent (6.25%) of the remaining RSUs vesting quarterly thereafter, subject to continued employment with the Issuer through each anniversary date.