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

Role
SVP of Worldwide Sales
Signature
/s/ Daniel Horwood, Attorney-in-Fact
Stock symbol
VLDR
Transactions as of
Feb 10, 2023
Transactions value $
$0
Form type
4
Date filed
2/13/2023, 04:02 PM
Previous filing
Feb 8, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction VLDR Common Stock Disposed to Issuer -204K -39.14% 317K Feb 10, 2023 Direct F1, F2
transaction VLDR Common Stock Options Exercise $0 -317K -100% $0.00* 0 Feb 10, 2023 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 -2.19K -100% 0 Feb 10, 2023 Common Stock 2.19K Direct F4, F5, F6
transaction VLDR Restricted Stock Unit Options Exercise $0 -2.3K -100% $0.00* 0 Feb 10, 2023 Common Stock 2.3K Direct F4, F6, F7
transaction VLDR Restricted Stock Unit Options Exercise -7.65K -100% 0 Feb 10, 2023 Common Stock 7.65K Direct F6, F8
transaction VLDR Restricted Stock Unit Options Exercise $0 -1.65K -100% $0.00* 0 Feb 10, 2023 Common Stock 1.65K Direct F4, F6, F9
transaction VLDR Restricted Stock Unit Options Exercise $0 -919 -100% $0.00* 0 Feb 10, 2023 Common Stock 919 Direct F4, F6, F10
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Laura Tarman 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 At the Effective Time, each outstanding share of Velodyne common stock automatically converted to the right to receive 0.8204 of a share of Ouster common stock.
F4 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.
F5 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.
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
F7 The RSUs were received in exchange for 2,500 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 May 8, 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.
F8 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.
F9 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.
F10 The RSUs were received in exchange for 5,000 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 February 11, 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.