SEC FORM 4

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

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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^*

Graf Acquisition LLC

(Last)

(First)

(Middle)

C/O VELODYNE LIDAR, INC.

5521 HELLYER AVENUE

(Street)

SAN JOSE

95138

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Velodyne Lidar, Inc. [ VLDR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/29/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/29/2020		J⁽¹⁾		3,519,128	D	⁽¹⁾	2,507,000	D⁽²⁾⁽³⁾
Common Stock	09/29/2020		J⁽⁴⁾		266,000	D	⁽⁴⁾	2,241,000	D⁽²⁾⁽³⁾
Common Stock	09/29/2020		J⁽⁴⁾		75,200	D	⁽⁴⁾	2,165,800	D⁽²⁾⁽³⁾
Common Stock	09/29/2020		J⁽⁴⁾		58,800	D	⁽⁴⁾	2,107,000	D⁽²⁾⁽³⁾
Common Stock	09/29/2020		J⁽⁵⁾		10,000	D	⁽⁵⁾	2,097,000	D⁽²⁾⁽³⁾
Common Stock	09/29/2020		J⁽⁶⁾		20,000	D	⁽⁶⁾	2,077,000	D⁽²⁾⁽³⁾
Common Stock	09/29/2020		J⁽⁶⁾		20,000	D	⁽⁶⁾	2,057,000	D⁽²⁾⁽³⁾
Common Stock	09/29/2020		J⁽⁶⁾		14,000	D	⁽⁶⁾	2,043,000	D⁽²⁾⁽³⁾
Common Stock	09/29/2020		J⁽⁶⁾		2,000	D	⁽⁶⁾	2,041,000	D⁽²⁾⁽³⁾
Common Stock	09/29/2020		J⁽⁶⁾		2,000	D	⁽⁶⁾	2,039,000	D⁽²⁾⁽³⁾
Common Stock	09/29/2020		J⁽⁶⁾		1,500	D	⁽⁶⁾	2,037,500	D⁽²⁾⁽³⁾
Common Stock	09/29/2020		J⁽⁶⁾		17,000	D	⁽⁶⁾	2,020,500	D⁽²⁾⁽³⁾
Common Stock	09/29/2020		J⁽⁶⁾		1,000	D	⁽⁶⁾	2,019,500	D⁽²⁾⁽³⁾
Common Stock	09/29/2020		J⁽⁶⁾		1,500	D	⁽⁶⁾	2,018,000	D⁽²⁾⁽³⁾
Common Stock	09/29/2020		J⁽⁶⁾		13,000	D	⁽⁶⁾	2,005,000	D⁽²⁾⁽³⁾
Common Stock	09/29/2020		J⁽⁶⁾		1,000	D	⁽⁶⁾	2,004,000	D⁽²⁾⁽³⁾
Common Stock	09/29/2020		J⁽⁶⁾		1,000	D	⁽⁶⁾	2,003,000	D⁽²⁾⁽³⁾
Common Stock	09/29/2020		J⁽⁶⁾		1,000	D	⁽⁶⁾	2,002,000	D⁽²⁾⁽³⁾
Common Stock	09/29/2020		J⁽⁶⁾		500	D	⁽⁶⁾	2,001,500	D⁽²⁾⁽³⁾
Common Stock	09/29/2020		J⁽⁶⁾		1,000	D	⁽⁶⁾	2,000,500	D⁽²⁾⁽³⁾
Common Stock	09/29/2020		J⁽⁶⁾		1,000	D	⁽⁶⁾	1,999,500	D⁽²⁾⁽³⁾
Common Stock	09/29/2020		J⁽⁶⁾		1,500	D	⁽⁶⁾	1,998,000	D⁽²⁾⁽³⁾
Common Stock	09/29/2020		J⁽⁶⁾		1,000	D	⁽⁶⁾	1,997,000	D⁽²⁾⁽³⁾
Common Stock	09/29/2020		J⁽⁶⁾		50,000	D	⁽⁶⁾	1,947,000	D⁽²⁾⁽³⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

Graf Acquisition LLC

(Last)

(First)

(Middle)

C/O VELODYNE LIDAR, INC.

5521 HELLYER AVENUE

(Street)

SAN JOSE

95138

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Graf James A

(Last)

(First)

(Middle)

C/O VELODYNE LIDAR, INC.

5521 HELLYER AVENUE

(Street)

SAN JOSE

95138

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

OC Opportunities Fund II, L.P.

(Last)

(First)

(Middle)

C/O OWL CREEK ADVISORS, LLC

640 FIFTH AVENUE, 20TH FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Owl Creek Asset Management, L.P.

(Last)

(First)

(Middle)

640 FIFTH AVENUE

20TH FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

OWL CREEK ADVISORS, LLC

(Last)

(First)

(Middle)

640 FIFTH AVENUE

20TH FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

ALTMAN JEFFREY A

(Last)

(First)

(Middle)

640 FIFTH AVENUE

20TH FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. On September 29, 2020, in connection with the Business Combination between Graf Industrial Corp. and Velodyne Lidar, Inc. as described in Graf Industrial Corp.'s definitive proxy statement on Schedule 14A (the "Proxy Statement") filed by Graf Industrial Corp. with the SEC on September 14, 2020 (the "Business Combination"), Graf Acquisition LLC forfeited 3,519,128 shares of common stock.

2. The transferred securities were held directly by Graf Acquisition LLC. James A. Graf and OC Opportunities Fund II, L.P. share voting and dispositive power over the securities held by Graf Acquisition LLC. James Graf and OC Opportunities Fund II, L.P disclaim beneficial ownership over any securities owned by Graf Acquisition LLC other than to the extent of any pecuniary interest he or it may have therein, directly or indirectly.

3. Owl Creek Advisors, LLC ("Owl Creek Advisors") serves as the general partner of, and has the power to direct the affairs of, OC Opportunities Fund II, L.P. Owl Creek Asset Management, L.P. (the "Investment Manager") serves as the investment manager to, and has the power to direct the investment activities of, OC Opportunities Fund II, L.P. Jeffrey A. Altman is the managing member of Owl Creek Advisors and the managing member of the general partner of the Investment Manager. Each of the reporting persons disclaims beneficial ownership of the securities to which this Form 4 relates for purposes of Section 16 of the Securities and Exchange Act of 1934, as amended, except as to such extent of the reporting person's pecuniary interest in the securities.

4. On September 29, 2020, Graf Acquisition LLC transferred an aggregate of 400,000 shares of common stock to entities affiliated with Magnetar Financial LLC in connection with certain actions taken in connection with the Business Combination.

5. On September 29, 2020, in connection with the Business Combination, Graf Acquisition LLC transferred 10,000 shares of common stock to Patrick Marshall as payment for various services rendered by him relating to Graf Acquisition LLC's investment in the Company.

6. On September 29, 2020, in connection with the Business Combination, Graf Acquisition LLC transferred an aggregate of 150,000 shares of common stock to entities and individuals affiliated with EarlyBirdCapital, Inc. as payment for advisory services rendered by EarlyBirdCapital, Inc. in connection with the Business Combination, as described in the Proxy Statement.

Remarks:

See Exhibit 99.1 - Joint Filer Information, which is incorporated herein by reference and describes in further detail the relationships of James Graf, OC Opportunities Fund II, L.P., Owl Creek Asset Management, L.P., Owl Creek Advisors, LLC and Jeffrey A. Altman to the Issuer.

	/s/ Joel Rubinstein, Attorney-in-Fact for Graf Acquisition LLC	10/01/2020
	/s/ Karen Skelton, Attorney-in-Fact for James A. Graf	10/01/2020
	/s/ Reuben Kopel for OC Opportunities Fund II, L.P.	10/01/2020
	/s/ Reuben Kopel for Owl Creek Asset Management, L.P.	10/01/2020
	/s/ Reuben Kopel for Owl Creek Advisors, LLC	10/01/2020
	/s/ Jeffrey A. Altman	10/01/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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