Barry S. Sternlicht - 29 Sep 2021 Form 4 Insider Report for Velo3D, Inc. (VLDX)

Reporting relationship: 10%+ Owner
Issuer ticker: VLDX
Reported as of: 29 Sep 2021
Net transaction value: +$6,675,000
SEC form: 4
Accepted by SEC: 01 Oct 2021, 17:45:14 UTC
Prior SEC filing: 16 Sep 2021
Next SEC filing: 30 Sep 2021
Source filing: View source filing
Reporting owner signature: /s/ Michael Racich, Attorney-in-Fact for Barry Stuart Sternlicht

Key filing fact

Barry S. Sternlicht filed Form 4 for Velo3D, Inc. (VLDX) on 01 Oct 2021.

Key facts

This page summarizes Barry S. Sternlicht's Form 4 filing for Velo3D, Inc. (VLDX).
3 reported transactions and 2 derivative rows are listed below.
Accepted by SEC: 01 Oct 2021, 17:45.

Change

Previous filing in this sequence was filed on 16 Sep 2021.
Current net transaction value: +$6,675,000.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

VLD transaction

Class A common stock

Other

Transaction value
Shares: +8,550,000
Change %
Price
Shares after: 8,550,000
Date: 29 Sep 2021
Ownership: By Spitfire Sponsor LLC
Footnotes: F1, F2

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

VLD transaction Derivative

Class B ordinary shares

Other

Transaction value
Shares: -8,550,000
Change %: -100%
Price
Shares after: 0
Date: 29 Sep 2021
Ownership: By Spitfire Sponsor LLC
Underlying class: Class A ordinary shares
Underlying amount: 8,550,000
Exercise price
Footnotes: F1, F2

VLD transaction Derivative

Warrants to purchase Class A common stock

Other

Transaction value: $6,675,000
Shares: +4,450,000
Change %
Price: $1.50
Shares after: 4,450,000
Date: 29 Sep 2021
Ownership: By Spitfire Sponsor LLC
Underlying class: Class A Common Stock
Underlying amount: 4,450,000
Exercise price: $11.50
Footnotes: F2, F3

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 3 footnotes

Footnote F1

In connection with the consummation of the transactions contemplated by the Business Combination Agreement, dated March 22, 2021, by and among JAWS Spitfire Acquisition Corporation ("JAWS Spitfire"), Spitfire Merger Sub, Inc. and Velo3D, Inc. (the transactions contemplated thereby, the "Business Combination"), JAWS Spitfire domesticated as a Delaware corporation (the "Domestication") and changed its name to "Velo3D, Inc." ("Velo3D"). In connection with the Domestication, Spitfire Sponsor LLC's (the "Sponsor") Class B ordinary shares, par value $0.0001 per share, of JAWS Spitfire, which were previously convertible into Class A ordinary shares of JAWS Spitfire, were automatically converted into shares of Class A common stock of Velo3D, par value $0.0001 per share, on a one-for-one basis.

Footnote F2

The reported securities are held by the Sponsor, which is controlled by the reporting person and the reporting person is therefore deemed to be the beneficial owner of such securities. The reporting person disclaims beneficial ownership of the securities reported herein except to the extent of its respective pecuniary interest therein and the filing of this Form 4 shall not be construed as an admission that such reporting person is the beneficial owner of any securities covered by this Form 4.

Footnote F3

Pursuant to the Private Placement Warrant Purchase Agreement, dated as of December 2, 2020, by and between JAWS Spitfire and the Sponsor, the Sponsor purchased warrants to purchase Class A ordinary shares, which following the Domestication entitle the Sponsor to purchase shares of Class A common stock of Velo3D (the "Private Placement Warrants") for a price of $1.50 per Private Placement Warrant. Upon consummation of the Business Combination, the Private Placement Warrants became exercisable, beginning 180 days after the closing of the Business Combination (or at an earlier date if agreed upon by the Velo3D board), for one share of Class A common stock at a price of $11.50 per share. The Private Placement Warrants expire on the fifth anniversary of the consummation of the Business Combination.