| Type | Sym | Class | Transaction | Value $ | Shares | Change % | Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | VLDR | Common Stock | -Disposed to Issuer | -180,536 | -31.43% | 393,935 | Feb 10, 2023 | Direct | F1, F2 | ||
| transaction | VLDR | Common Stock | -Disposed to Issuer | -393,935 | -100% | 0 | Feb 10, 2023 | Direct | F1, F3 |
| 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 | -4,837 | -99.79% | 10 | Feb 10, 2023 | Common Stock | 4,837 | Direct | F4, F5 | |||
| transaction | VLDR | Restricted Stock Unit | -Disposed to Issuer | -26,250 | -100% | 0 | Feb 10, 2023 | Common Stock | 26,250 | Direct | F5, F6 | |||
| transaction | VLDR | Restricted Stock Unit | -Disposed to Issuer | -14,465 | -100% | 0 | Feb 10, 2023 | Common Stock | 14,465 | Direct | F5, F7 |
Kathryn McBeath is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| 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. |