0001628280-22-009398.txt : 20220415 0001628280-22-009398.hdr.sgml : 20220415 20220415174502 ACCESSION NUMBER: 0001628280-22-009398 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220413 FILED AS OF DATE: 20220415 DATE AS OF CHANGE: 20220415 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Hamer Andrew CENTRAL INDEX KEY: 0001348459 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38703 FILM NUMBER: 22830751 MAIL ADDRESS: STREET 1: 777 MARINERS ISLAND BLVD CITY: SAN MATEO STATE: CA ZIP: 94404 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Velodyne Lidar, Inc. CENTRAL INDEX KEY: 0001745317 STANDARD INDUSTRIAL CLASSIFICATION: GENERAL INDUSTRIAL MACHINERY & EQUIPMENT, NEC [3569] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 5521 HELLYER AVENUE CITY: SAN JOSE STATE: CA ZIP: 95138 BUSINESS PHONE: (669) 275-2251 MAIL ADDRESS: STREET 1: 5521 HELLYER AVENUE CITY: SAN JOSE STATE: CA ZIP: 95138 FORMER COMPANY: FORMER CONFORMED NAME: Graf Industrial Corp. DATE OF NAME CHANGE: 20180702 4 1 wf-form4_165005908536948.xml FORM 4 X0306 4 2022-04-13 0 0001745317 Velodyne Lidar, Inc. VLDR 0001348459 Hamer Andrew 5521 HELLYER AVENUE SAN JOSE CA 95138 0 1 0 0 CFO and Treasurer Common Stock 2022-04-13 4 M 0 19331 A 150568 D Common Stock 2022-04-13 4 A 0 149604 A 300172 D Common Stock 2022-04-13 4 A 0 698150 A 998322 D Common Stock 2022-04-13 4 S 0 6942 2.13 D 991380 D Restricted Stock Unit 2022-04-13 4 M 0 11935 0 D Common Stock 59675.0 47740 D Restricted Stock Unit 2022-04-13 4 M 0 4896 0 D Common Stock 44068.0 39172 D Restricted Stock Unit 2022-04-13 4 M 0 2500 0 D Common Stock 30000.0 27500 D The Reporting Person was granted Restricted Stock Units ("RSUs") which represent a contingent right to receive one (1) share of Common Stock for each RSU. The shares were issued pursuant to vested RSUs released on April 13, 2022. Represents shares of restricted stock that will vest and become non-forfeitable subject to the Reporting Person's continuous service, whereby 6.25% of the shares will vest if the Reporting Person remains in continuous service through May 28, 2022 and an additional 6.25% of the shares will vest if the Reporting Person remains in continuous service for each successive three-month period thereafter. Represents the maximum number of shares of restricted stock that will vest and become non-forfeitable if certain performance goals are satisfied and the Reporting Person remains in continuous service through the applicable vesting dates, whereby, if the maximum goals are achieved, 1/3 of the shares will vest if the Reporting Person remains in service through February 28, 2023 (or, if later, the date the performance goals are certified) the remaining shares will vest in two equal installments if the Reporting Person remains in continuous service through February 28, 2024 and February 28, 2025. The sales reported on this Form 4 represent shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the previously reported vesting and settlement of RSUs. These sales are mandated by the Reporting Person's award agreement to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and do not represent discretionary trades by the Reporting Person. The Reporting Person received RSUs 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 RSUs in New Velodyne in exchange for RSUs in Velodyne Lidar USA, Inc. The RSUs were received 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 RSUs when the Reporting Person remains or, as applicable, remained in continuous service through the one-year anniversary of April 3, 2019 and with respect to six-and-one quarter percent (6.25%) of the RSUs when the Reporting Person completes or, as applicable, completed each three (3) months of continuous service thereafter. The service-based requirement is also subject to acceleration in the event the Reporting Person is subject to a qualifying involuntary termination of employment in connection with the sale of New Velodyne. The RSUs were received in exchange for 26,667 RSUs 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 (1) share of Common Stock. The liquidity-event requirement is expected to be satisfied or deemed satisfied by the Board of Directors of New Velodyne in calendar year 2020 and the service-based requirement will be or, as applicable, was satisfied with respect to 25% of the RSUs when the Reporting Person remains or, as applicable, remained in continuous service through the one-year anniversary of March 11, 2020 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. The Reporting Person was granted RSUs which represent a contingent right to receive one share of Common Stock for each RSU. The RSUs shall vest with respect to 25% of the RSUs on each company quarterly vesting dates after January 25, 2021, provided the Reporting Person remains in continuous service on each vesting date. Quarterly vesting dates are March 31, June 30, September 30 and December 31. /s/ Tracey Mastropoalo - Attorney-in-Fact 2022-04-15