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

Role
Chief People Officer
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, 04:03 PM
Previous filing
Jan 25, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction VLDR Common Stock Disposed to Issuer -181K -31.43% 394K Feb 10, 2023 Direct F1, F2
transaction VLDR Common Stock Disposed to Issuer -394K -100% 0 Feb 10, 2023 Direct F1, 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 Disposed to Issuer -4.84K -99.79% 10 Feb 10, 2023 Common Stock 4.84K Direct F4, F5
transaction VLDR Restricted Stock Unit Disposed to Issuer -26.3K -100% 0 Feb 10, 2023 Common Stock 26.3K Direct F5, F6
transaction VLDR Restricted Stock Unit Disposed to Issuer -14.5K -100% 0 Feb 10, 2023 Common Stock 14.5K Direct F5, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Kathryn McBeath 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, 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 of the Merger (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 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 RSU shall vest over a two (2) year period in equal quarterly installments from July 18, 2021, subject to the Reporting Person remaining in continous service with the Issuer.
F5 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
F6 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 RSU shall vest with respect to 25% of the RSUs when the Reporting Person remains in continuous service through the one-year anniversary of October 30, 2020 and with respect to 6.25% of the RSUs when the Reporting Person completes each three (3) months of continuous service thereafter.
F7 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 RSU shall vest with respect to six-and-one-quarter percent (6.25%) of the RSUs on each company 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.