0001104659-20-134847.txt : 20201211 0001104659-20-134847.hdr.sgml : 20201211 20201211181154 ACCESSION NUMBER: 0001104659-20-134847 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200929 FILED AS OF DATE: 20201211 DATE AS OF CHANGE: 20201211 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Graf James A CENTRAL INDEX KEY: 0001519672 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-38703 FILM NUMBER: 201384630 MAIL ADDRESS: STREET 1: 1450 2ND STREET STREET 2: SUITE 247 CITY: SANTA MONICA STATE: CA ZIP: 90401 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/A 1 tm2038255-1_4a.xml OWNERSHIP DOCUMENT X0306 4/A 2020-09-29 2020-10-01 0 0001745317 Velodyne Lidar, Inc. VLDR 0001519672 Graf James A C/O VELODYNE LIDAR, INC., 5521 HELLYER AVENUE SAN JOSE CA 95138 1 0 0 0 Common Stock 2020-09-29 4 D 0 3519128 D 2507000 I By Graf Acquisition LLC Common Stock 2020-09-29 4 J 0 266000 D 2241000 I By Graf Acquisition LLC Common Stock 2020-09-29 4 J 0 75200 D 2165800 I By Graf Acquisition LLC Common Stock 2020-09-29 4 J 0 58800 D 2107000 I By Graf Acquisition LLC Common Stock 2020-09-29 4 J 0 10000 D 2097000 I By Graf Acquisition LLC Common Stock 2020-09-29 4 J 0 20000 D 2077000 I By Graf Acquisition LLC Common Stock 2020-09-29 4 J 0 20000 D 2057000 I By Graf Acquisition LLC Common Stock 2020-09-29 4 J 0 14000 D 2043000 I By Graf Acquisition LLC Common Stock 2020-09-29 4 J 0 2000 D 2041000 I By Graf Acquisition LLC Common Stock 2020-09-29 4 J 0 2000 D 2039000 I By Graf Acquisition LLC Common Stock 2020-09-29 4 J 0 1500 D 2037500 I By Graf Acquisition LLC Common Stock 2020-09-29 4 J 0 17000 D 2020500 I By Graf Acquisition LLC Common Stock 2020-09-29 4 J 0 1000 D 2019500 I By Graf Acquisition LLC Common Stock 2020-09-29 4 J 0 1500 D 2018000 I By Graf Acquisition LLC Common Stock 2020-09-29 4 J 0 13000 D 2005000 I By Graf Acquisition LLC Common Stock 2020-09-29 4 J 0 1000 D 2004000 I By Graf Acquisition LLC Common Stock 2020-09-29 4 J 0 1000 D 2003000 I By Graf Acquisition LLC Common Stock 2020-09-29 4 J 0 1000 D 2002000 I By Graf Acquisition LLC Common Stock 2020-09-29 4 J 0 500 D 2001500 I By Graf Acquisition LLC Common Stock 2020-09-29 4 J 0 1000 D 2000500 I By Graf Acquisition LLC Common Stock 2020-09-29 4 J 0 1000 D 1999500 I By Graf Acquisition LLC Common Stock 2020-09-29 4 J 0 1500 D 1998000 I By Graf Acquisition LLC Common Stock 2020-09-29 4 J 0 1000 D 1997000 I By Graf Acquisition LLC Common Stock 2020-09-29 4 J 0 50000 D 1947000 I By Graf Acquisition LLC Common Stock 2020-09-29 4 A 0 10000 10.00 A 10000 D Public Warrants (right to buy) 11.5 2020-09-29 4 P 0 28725 0.348 A Common Stock 14362 28725 D Public Warrants (right to buy) 11.5 2020-09-29 4 P 0 176275 0.3 A Common Stock 88137 205000 D Public Warrants (right to buy) 11.5 2020-09-29 4 P 0 50000 0.05 A Common Stock 37500 255000 D Public Warrants (right to buy) 11.5 2020-09-29 4 P 0 8000 0.36 A Common Stock 4000 263000 D On September 29, 2020, concurrent with the closing of the Business Combination on such date 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. James A. Graf and OC Opportunities Fund II, L.P. share voting and dispositive power over the securities held by Graf Acquisition LLC. Owl Creek Advisors, LLC 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. 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, LLC and the managing member of the general partner of Owl Creek Asset Management, L.P. Mr. Graf may be deemed to have beneficial ownership of the common stock held directly by Graf Acquisition LLC. Mr. Graf disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly. On September 29, 2020, concurrent with the closing of the Business Combination, 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. On September 29, 2020, concurrent with the closing of and 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. On September 29, 2020, concurrent with the closing of and 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. Represents shares of common stock purchased pursuant to a Subscription Agreement, dated as of July 2, 2020, executed 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 filed by Graf Industrial Corp. with the SEC on September 14, 2020. Each whole public warrant (the "Warrants") is exercisable to purchase one-half of one share, or three-quarters of one share, of the Issuer's common stock at $11.50 per whole share, subject to adjustment as described under the heading "Description of Securities - Redeemable Warrants - Public Stockholders' Warrants" in the Issuer's Registration Statement on Form S-1 (File No. 333-227396) (the "Registration Statement"). The Warrants become exercisable beginning 30 days after the completion of the Issuer's initial business combination as described under the heading "Description of Securities - Redeemable Warrants - Public Stockholders' Warrants" in the Registration Statement. The Warrants, which were initially acquired at various prices in the open market, are reported as purchased for purposes of Section 16 of the Exchange Act concurrent with the closing of the Business Combination, because they did not become derivative securities until such date based on the terms of their exercisability. The Warrants will expire five years after the completion of the Issuer's initial business combination or earlier upon redemption or liquidation as described under the heading "Description of Securities - Redeemable Warrants - Public Stockholders' Warrants" in the Registration Statement. In connection with the closing of the Business Combination between Graf Industrial Corp. and Velodyne Lidar, Inc. on September 29, 2020 (as described in Graf Industrial Corp.'s definitive proxy statement on Schedule 14A filed by Graf Industrial Corp. with the SEC on September 14, 2020), James Graf resigned as an Officer and ceased to be a 10% owner and was appointed as a Director. This Form 4 is also deemed to amend the Form 4s previously filed by the Reporting Person on 01/09/2019, 02/14/2019, 02/28/2019, 03/15/2019, 01/03/2020 and 04/07/2020. /s/ Karen Skelton , Attorney-in-Fact 2020-12-11