Amended Statement of Changes in Beneficial Ownership (4/a)
December 23 2020 - 4:19PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Hall David S. |
2. Issuer Name and Ticker or Trading Symbol
Velodyne Lidar, Inc.
[
VLDR
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Executive Chairman |
(Last)
(First)
(Middle)
5521 HELLYER AVENUE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
9/29/2020 |
(Street)
SAN JOSE, CA 95138
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
10/1/2020 |
6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock (1) | 9/29/2020 | | A | | 59770524 | A | (1) | 59770524 | D | |
Common Stock (2) | 9/29/2020 | | A | | 5935865 | A | (2) | 5935865 | I | By wife |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Restricted Stock Unit | (3) | 9/29/2020 | | A | | 220336 | | (3) | 3/14/2026 | Common Stock | 220336 (5) | $0.00 | 220336 | D | |
Restricted Stock Unit | (4) | 9/29/2020 | | A | | 3340 | | (4) | 9/28/2027 | Common Stock | 3340 (5) | $0.00 | 3340 | D | |
Explanation of Responses: |
(1) | In connection with the merger described in that certain Agreement and Plan of Merger, dated as of July 2, 2020 (the "Merger"), and amended on August 20, 2020, by and among Graf Industrial Corp., a Delaware corporation now known as Velodyne Lidar, Inc. ("New Velodyne"), VL Merger Sub Inc., a Delaware corporation, and Velodyne Lidar, Inc., a Delaware corporation now known as Velodyne Lidar USA, Inc., the Reporting Person received shares of common stock in exchange for 20,066,595 shares of common stock in Velodyne Lidar USA, Inc. On the effective date of the Merger, the closing price of New Velodyne common stock was $24.75 per share. |
(2) | Represents shares received by the Reporting Person's wife, Marta Thoma Hall, in the Merger. |
(3) | The Reporting Person received restricted stock units ("RSUs") in exchange for 75,000 restricted stock units in Velodyne Lidar USA, Inc. in connection with the Merger. Subject to the satisfaction of both a liquidity event requirement and service-based requirement, each RSU represents the right to receive one share of common stock. The liquidity-event requirement was deemed satisfied by the Board of Directors of New Velodyne in October 2020 and the service-based requirement will be or, as applicable, was satisfied with respect to 25% of the remaining RSUs when the Reporting Person remains or, as applicable, remained in continuous service through the one-year anniversary of February 22, 2019 and with respect to 6.25% of the RSUs when the Reporting Person completes or, as applicable, completed each three (3) months of continuous service thereafter. |
(4) | Subject to the satisfaction of a service-based requirement, each RSU represents the right to receive one share of common stock. The service-based requirement will be satisfied with respect to 100% of the RSUs if the Reporting Person remains in continuous service through March 29, 2021. |
(5) | On October 1, 2020, the Reporting Person filed a Form 4 (the "Prior Report") that inadvertently included the incorrect total number of RSUs granted. The Reporting Person is filing this amended Form 4 to correct the number of RSUs subject to the previously reported grant(s) and to report a single additional RSU grant that was unintentionally omitted from the Prior Report. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Hall David S. 5521 HELLYER AVENUE SAN JOSE, CA 95138 | X | X | Executive Chairman |
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Signatures
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/s/ Karen Skelton, Attorney-in-Fact | | 12/23/2020 |
**Signature of Reporting Person | Date |
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