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