Key facts
- This page summarizes Bessemer Venture Partners IX L.P.'s Form 3 filing for Velo3D, Inc. (VLDX).
- 0 reported transactions and 1 derivative row are listed below.
- Accepted by SEC: 12 Oct 2021, 17:27.
Bessemer Venture Partners IX L.P. - 29 Sep 2021 Form 3 Insider Report for Velo3D, Inc. (VLDX)
- Reporting relationship
- 10%+ Owner
- Issuer ticker
- VLDX
- Reported as of
- 29 Sep 2021
- Net transaction value
- $0
- SEC form
- 3
- Accepted by SEC
- 12 Oct 2021, 17:27:18 UTC
- Prior SEC filing
- 27 Sep 2021
- Next SEC filing
- 10 Nov 2021
- Source filing
- View source filing
- Reporting owner signature
- /s/ Scott Ring, General Counsel, Deer IX & Co. Ltd., the General Partner of Deer IX I & Co. L.P., the General Partner of Bessemer Venture Partners IX L.P.
Source evidence
Original filing metadata and source links for verification.
5 source fields
Reporting owner
1 detail
Key filing fact
Bessemer Venture Partners IX L.P. filed Form 3 for Velo3D, Inc. (VLDX) on 12 Oct 2021.
Change
- Previous filing in this sequence was filed on 27 Sep 2021.
- Current net transaction value: $0.
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
Official SEC source
View source filing
Ownership activity is grounded in SEC Form 3 disclosures.
Reported non-derivative transactions
Shares, units, or other non-derivative securities reported in this filing.
VLD
holding
Common Stock
No transaction description listed
- Transaction value
- Shares
- Change %
- Price
- Shares after
- 37,864,239
- Date
- 29 Sep 2021
- Ownership
- See footnotes
- Footnotes
- F1, F2, F3
Reported derivative securities
Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.
VLD
holding
Derivative
Earnout Rights (Common Stock)
No transaction description listed
- Transaction value
- Shares
- Change %
- Price
- Shares after
- Date
- 29 Sep 2021
- Ownership
- See footnotes
- Underlying class
- Common Stock
- Underlying amount
- 5,020,528
- Exercise price
- Footnotes
- F2, F3, F4, F5
* marks a reported price that did not pass the local price check.
Additional SEC filing notes
Filing notes and footnotes
Explanation of responses 5 footnotes
Footnote F1
As of the date hereof, Bessemer Venture Partners IX Institutional L.P. ("BVP IX Inst") and Bessemer Venture Partners IX, L.P. ("BVP IX", and together with BVP IX Inst referred to collectively, the "Funds") own 16,842,013 shares of Common Stock and 21,022,226 shares of Common Stock, respectively.
Footnote F2
Deer IX & Co. Ltd. ("Deer Ltd.") is the general partner of Deer IX & Co. L.P. ("Deer L.P."), which is the general partner of each of the Funds. Deer Ltd. and Deer L.P. disclaim beneficial ownership of the securities held by the Funds, and this report shall not be deemed an admission that Deer Ltd. and Deer L.P. are the beneficial owners of such securities, except to the extent of their pecuniary interest therein, if any, by virtue of their direct and indirect general partner interests in the Funds.
Footnote F3
David Cowan is a director of Deer Ltd. and was elected as a member of the board of directors of the Issuer effective immediately after the Effective Time as defined in that Business Combination Agreement, dated March 22, 2021, as amended on July 20, 2021 (the "Business Combination Agreement"), by and among the Issuer, Spitfire Merger Sub, Inc., and Velo3D US, Inc. The shares of Common Stock and earnouts rights described in footnotes (1) and (5), respectively, were acquired by the Funds prior to Mr. Cowan joining the board of directors of the Issuer.
Footnote F4
Pursuant to the earnout provisions in the Business Combination Agreement, the Reporting Persons are entitled to receive shares of Common Stock if, from the closing of the transaction until the fifth anniversary thereof, the volume-weighted average price of the Common Stock equals or exceeds certain thresholds (the "Earnout Rights"). Of these Earnout Rights, one-half will be issued if the volume-weighted average price of the Common Stock equals or exceeds $12.50 for any 20 trading days within any 30-trading day period and one-half will be issued if the volume-weighted average price of the Common Stock equals or exceeds $15.00 for any 20 trading days within any 30-trading day period, in each case, subject to adjustment as provided in the Business Combination Agreement.
Footnote F5
As of the date hereof, BVP IX Inst and BVP IX hold the right to acquire 2,233,130 and 2,787,398 shares, respectively, of the Common Stock upon the satisfaction of the earnout right vesting conditions described in footnote (4) above.