0001104659-20-111277.txt : 20201001 0001104659-20-111277.hdr.sgml : 20201001 20201001211101 ACCESSION NUMBER: 0001104659-20-111277 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200929 FILED AS OF DATE: 20201001 DATE AS OF CHANGE: 20201001 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Hall David S. CENTRAL INDEX KEY: 0001825969 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38703 FILM NUMBER: 201217860 MAIL ADDRESS: STREET 1: 5521 HELLYER AVENUE CITY: SAN JOSE STATE: CA ZIP: 95138 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 tm2032248-25_4.xml OWNERSHIP DOCUMENT X0306 4 2020-09-29 0 0001745317 Velodyne Lidar, Inc. VLDR 0001825969 Hall David S. 5521 HELLYER AVENUE SAN JOSE CA 95138 1 1 1 0 Executive Chairman Common Stock 2020-09-29 4 A 0 59770524 A 59770524 D Common Stock 2020-09-29 4 A 0 5935865 A 5935865 I By wife Restricted Stock Unit 2020-09-29 4 A 0 223395 0.00 A 2026-03-14 Common Stock 223395 223395 D 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. Represents shares received by the Reporting Person's wife, Marta Thoma Hall, in the Merger. 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 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 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. /s/ Karen Skelton, Attorney-in-Fact 2020-10-01