SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Angel Ricardo (Last) (First) (Middle) C/O VELO3D, INC. 511 DIVISION STREET (Street) CAMPBELL CA 95008 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Velo3D, Inc. [ VLD ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 09/29/2021
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/29/2021		A		22,874,407(1)	A	(1)	22,874,407	I	By PIV Fund I, L.P.(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: 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
Earnout Rights	(3)	09/29/2021		A		3,032,984		(3)	09/29/2026	Common Stock	3,032,984	(3)	3,032,984(3)(4)	I	By PIV Fund I, L.P.(2)

Explanation of Responses:

1. 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).

2. 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.

3. 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.

4. Reflects Earnout Rights acquired pursuant to the Business Combination. The transactions contemplated by the Business Combination Agreement closed on September 29, 2021.

Remarks:

	/s/ William D. McCombe as attorney-in-fact for Ricardo Angel	10/01/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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