Key facts
- This page summarizes Ricardo Angel's Form 4 filing for Velo3D, Inc. (VLDX).
- 2 reported transactions and 1 derivative row are listed below.
- Accepted by SEC: 01 Oct 2021, 21:52.
Ricardo Angel - 29 Sep 2021 Form 4 Insider Report for Velo3D, Inc. (VLDX)
- Reporting relationship
- Director
- Issuer ticker
- VLDX
- Reported as of
- 29 Sep 2021
- Net transaction value
- $0
- Reporting owner signature
- /s/ William D. McCombe as attorney-in-fact for Ricardo Angel
Source evidence
Original filing metadata and source links for verification.
3 source fields
Reporting owner
1 detail
Key filing fact
Ricardo Angel filed Form 4 for Velo3D, Inc. (VLDX) on 01 Oct 2021.
Change
- No earlier filing in this sequence is available for direct comparison.
- 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
Filed on Form 4
View source filing
Ownership activity is grounded in SEC Form 4 disclosures.
Reported non-derivative transactions
Shares, units, or other non-derivative securities reported in this filing.
VLD
transaction
Common Stock
Award
- Transaction value
- Shares
- +22,874,407
- Change %
- Price
- Shares after
- 22,874,407
- Date
- 29 Sep 2021
- Ownership
- By PIV Fund I, L.P.
- Footnotes
- F1, F2
Reported derivative securities
Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.
VLD
transaction
Derivative
Earnout Rights
Award
- Transaction value
- Shares
- +3,032,984
- Change %
- Price
- Shares after
- 3,032,984
- Date
- 29 Sep 2021
- Ownership
- By PIV Fund I, L.P.
- Underlying class
- Common Stock
- Underlying amount
- 3,032,984
- Exercise price
- Footnotes
- F2, F3, F4
* marks a reported price that did not pass the local price check.
Additional SEC filing notes
Filing notes and footnotes
Explanation of responses 4 footnotes
Footnote F1
Pursuant to the Business Combination Agreement, dated March 22, 2021 (the "Business Combination Agreement"), by and between JAWS Spitfire Acquisition Corporation, a Cayman Islands exempted company ("JAWS"), Spitfire Merger Sub, Inc., a Delaware corporation, and Velo3D, Inc., a Delaware corporation ("Velo3D"), the parties effected a business combination transaction ("Business Combination") on September 29, 2021. As a result of the Business Combination, Velo3D became a wholly-owned subsidiary of JAWS. Velo3D was renamed "Velo3D US, Inc." and JAWS was renamed "Velo3D, Inc." ("New Velo3D"). In connection with the consummation of the Business Combination, the Reporting Person's shares of Velo3D Common Stock were exchanged for shares of New Velo3D Common Stock at an exchange ratio of 0.8149 to 1 (calculated as $8.15 divided by $10.00).
Footnote F2
Represents shares of New Velo3D Common Stock and Earnout Rights (as defined in footnote (3)) owned by PIV Fund I, L.P. ("PIV Fund I"). PIV Fund I is managed by PIV GP, LLC its general partner ("PIV GP"). PIV GP is a Cayman Islands Limited Liability Company. Ricardo Angel is the sole managing member of PIV GP and the Chief Executive Officer of PIVA Capital. Mr. Angel disclaims beneficial ownership of the shares of New Velo3D Common Stock and Earnout Rights (as defined in footnote (3)) held by PIV Fund I except to the extent of his pecuniary interest, if any, therein, and this report shall not be deemed an admission that Mr. Angel is the beneficial owner of such shares or rights for Section 16 or any other purpose.
Footnote F3
Pursuant to the earnout provisions in the Business Combination Agreement, the Reporting Person is entitled to receive shares of New Velo3D 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 F4
Reflects Earnout Rights acquired pursuant to the Business Combination. The transactions contemplated by the Business Combination Agreement closed on September 29, 2021.