(2)
Consists of (i) 59,770,524 shares of common stock held by Mr. Hall and (ii) 96,395 shares of common stock issuable pursuant to RSUs that will be time-based vested within 60 days of September 29, 2020.
(3)
Consists of shares of common stock held by other former Velodyne stockholders over which, except under limited circumstances, Mr. Hall holds an irrevocable proxy, pursuant to agreements between Mr. Hall and such stockholders, including certain of the Company’s directors and officers, as indicated in the footnotes below. Velodyne does not believe that the parties to these voting agreements constitute a “group” under Section 13 of the Securities Exchange Act of 1934, as amended, as Mr. Hall exercises voting control over these shares.
(4)
Consists of (i) 146,890 shares of common stock subject to options exercisable within 60 days of September 29, 2020 and (ii) 1,335,756 shares of common stock issuable pursuant to RSUs that will be time-based vested within 60 days of September 29, 2020.
(5)
Consists of (i) 5,935,865 shares of common stock held by Ms. Hall and (ii) 338,764 shares of common stock issuable pursuant to RSUs that will be time-based vested within 60 days of September 29, 2020. Mr. Hall holds a proxy over all such shares.
(6)
Consists of 91,806 shares of common stock issuable pursuant to RSUs that will be time-based vested within 60 days of September 29, 2020.
(7)
Consists of 13,559,196 shares of common stock held by Mr. Culkin. Mr. Hall holds a proxy over all such shares.
(8)
Consists of (i) 50,018 shares of common stock held by Mr. Dee, (ii) 300 shares of common stock held by a trust of which one of Mr. Dee’s children is the beneficiary and for which Mr. Dee serves as a trustee and (iii) 120,000 shares of common stock held by Spar City Capital LLC. Mr. Dee has voting and investment power over the shares held by Spar City Capital LLC, as Mr. Dee serves as such entity’s president and chief financial officer. Mr. Dee disclaims beneficial ownership of the shares identified in clauses (ii) and (iii), except to the extent of his pecuniary interest therein. Mr. Dee is also a member of Graf Acquisition LLC. Mr. Dee does not have voting or investment power over any shares held by Graf Acquisition LLC, except to the extent of any direct or indirect pecuniary interest he may have therein.
(9)
Consists of (i) 10,000 shares of common stock held by Mr. Graf and (iii) 1,947,000 shares of common stock held by Graf Acquisition LLC. James A. Graf, is the managing member of Graf Acquisition LLC and shares voting and investment discretion with OC Opportunities Fund II, L.P. (“Owl Creek”) with respect to the common stock held by Graf Acquisition LLC. Each of Mr. Graf and Owl Creek may be deemed to have beneficial ownership of the common stock held directly by Graf Acquisition LLC. Each of Mr. Graf and Owl Creek disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he or it may have therein, directly or indirectly.
(10)
Consists of 102,823 shares of common stock issuable pursuant to RSUs that will be time-based vested within 60 days of September 29, 2020.
(11)
Consists of (i) 104,271,158 shares of common stock, (ii) 146,890 shares of common stock subject to options exercisable within 60 days of September 29, 2020 and (ii) 2,437,056 shares of common stock issuable pursuant to RSUs that will be time-based vested within 60 days of September 29, 2020. Mr. Hall is expected to hold a voting proxy over 38,631,440 of the 104,271,158 shares of common stock included in subpart (i) of this footnote.
(12)
Consists of (i) 13,065,444 shares of common stock held by Baidu (Hong Kong) Limited, and (ii) 2,439,024 shares of common stock held by Baidu Holdings Limited. Baidu (Hong Kong) Limited, a Hong Kong company, is a wholly-owned subsidiary of Baidu Holdings Limited, a British Virgin Islands company, which is wholly owned by Baidu, Inc., a Cayman Islands company listed on the Nasdaq Global Select Market. Baidu, Inc. may be deemed to beneficially own all of the shares held by Baidu (Hong Kong) Limited and Baidu Holdings Limited. The address for Baidu (Hong Kong) Limited is Suite 2409, Everbright Centre, 108 Gloucester Road, Wanchai, Hong Kong and for Baidu Holdings Limited is Offshore Incorporation Limited of P.O. Box 957, Offshore Incorporations Centre Road Town, Tortola, British Virgin Islands.
(13)
Consists of 13,065,444 shares of common stock held by Ford Motor Company. The address for Ford Motor Company is 1 American Rd, Dearborn, MI 48126.