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                            August 11, 2020

       James Graf
       Chief Executive Officer
       Graf Industrial Corp.
       118 Vintage Park Blvd.
       Houston, TX 77070

                                                        Re: Graf Industrial
Corp.
                                                            Preliminary Merger
Proxy Statement on Schedule 14A
                                                            Filed July 15, 2020
                                                            File No. 001-38703

       Dear Mr. Graf:

              We have reviewed your filing and have the following comments. In
some of our
       comments, we may ask you to provide us with information so we may better
understand your
       disclosure.

              Please respond to these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to these comments, we may have additional comments.

       Preliminary Merger Proxy Statement filed July 15, 2020

       Unaudited Pro Forma Condensed Combined Financial Information
       Description of the Business Combination, page 83

   1.                                                   Disclose the exchange
ratio for the shares of Graf common stock to be issued for a
                                                        common share of
Velodyne.
   2.                                                   Disclose how the
550,176 shares of Velodyne Series B-1 Preferred Stock will be treated in
                                                        the merger.
   3.                                                   Disclose how the
Velodyne Series A, Series B, and Series B-1 convertible preferred stock
                                                        will be treated in the
recapitalization/merger.
   4.                                                   Disclose how you will
account for the additional 2,000,000 shares of common stock that
                                                        may be issued and the
total fair value of such shares assuming the maximum number are
                                                        issued.
 James Graf
FirstName  LastNameJames   Graf
Graf Industrial Corp.
Comapany
August 11, NameGraf
           2020       Industrial Corp.
August
Page 2 11, 2020 Page 2
FirstName LastName
Unaudited Pro Forma Condensed Combined Balance Sheet as of March 31, 2020, page
85

5.       Present in a separate column following the Velodyne historical balance
sheet data pro
         forma adjustments to give effect to:
             the equity issuance described in Note 3;
             the repurchase of up to $50 million in common stock from Velodyne
equity holders;
             any contemplated conversions of preferred stock to common; and
             the write-off of $3.0 million of previously capitalized
transaction costs.
         This pro forma adjustment column should be followed by a subtotal
column to
         present Velodyne on a pro forma basis.
6.       Present in a separate column following the Graf historical balance
sheet data pro forma
         adjustments to give effect to:
             the redemption of 12,921,275 shares of Graf   s common stock in
April 2020 for
             approximately $132.1 million;
             the reclassification of common stock subject to possible
redemption to permanent
             equity;
             the reclassification of cash and cash equivalents held in the Graf
Trust Account; and
             the private placement of 15,000,000 shares of common stock at
$10.00 per share
             pursuant to the PIPE Investment.
         This pro forma adjustment column should be followed by a subtotal
column to present
         Graf balance sheet information on a pro forma basis.
Notes to Unaudited Pro Forma Condensed Combined Financial Information
1. Basis of Presentation, page 89

7.       We note for accounting purposes, the Business Combination will be
treated as the
         equivalent of Velodyne issuing stock for the net assets of the
Company, accompanied by a
         recapitalization. In light of this conclusion, it is unclear why you
refer to the merger as a
         business combination or disclose why Velodyne has been determined to
be the accounting
         acquirer. Please revise your disclosures on page 89 and elsewhere
throughout your filing
         so that they are consistent with your accounting conclusion.
4. Adjustments to Unaudited Pro Forma Condensed Combined Financial Information,
page 90

8.       We note on page F-64 that upon a sale event, the Company will
recognize the cumulative
         stock-based compensation expense for the outstanding RSAs and RSUs.
Please tell us if
         the contemplated merger with Graf will result in the recognition of
the cumulative stock-
         based compensation expense. If so, please fully disclose including the
anticipated impact
         on your results of operations and on the contemplated merger with
Graf.
Comparative Share Information, page 93

9.       Limit the presentation of book value per share data to the most recent
balance sheet date.
 James Graf
FirstName  LastNameJames   Graf
Graf Industrial Corp.
Comapany
August 11, NameGraf
           2020       Industrial Corp.
August
Page 3 11, 2020 Page 3
FirstName LastName
10.      Disclose pro forma book value per share for Velodyne and Graf as of
the most recent
         balance sheet date.
11.      Disclose the equivalent pro forma per share amounts pursuant to Item
14(b)(10) of
         Schedule 14A. For guidance refer to Instruction 2 to paragraphs
(b)(8), (b)(9) and (b)(10).
Redemption Rights, page 99

12.      You disclose that any request for redemption may be withdrawn until
the deadline for
         submitting redemption requests and thereafter, with your consent,
until the closing of the
         business combination. Please explain why you are permitting the
withdrawal of
         redemption rights after the shareholder vote, particularly in light of
the fact that the level
         of redemptions will determine whether you meet the condition to the
business
         combination that the funds in the Trust Account together with the PIPE
investment total at
         least $200 million. In addition, explain how this is consistent with
your highlighted
         statement that "The requirement for physical or electronic delivery
prior to the Special
         Meeting ensures that a redeeming stockholder   s election to redeem is
irrevocable once
         the Business Combination is approved."
Certain Projected Financial Information, page 133

13.      Please disclose the bases for the material assumptions underlying your
projections,
         including the revenue growth rates, Adjusted EBITDA margins, and cash
flows.
Satisfaction of 80% Test, page 135

14.      We note that, under your certificate of incorporation, if your
business combination is with
         a company that is affiliated with your sponsor, officers or directors,
you, or a committee
         of independent directors, will obtain an opinion from an independent
accounting firm or
         an investment banking firm that your initial business combination is
fair to the company
         from a financial point of view. We further note that your director,
Sabrina McKee,
         recused herself from any discussion and voting on a transaction with
Velodyne due to the
         fact that she is a director of global strategy at Ford Motor Company
which is a minority
         shareholder and customer of Velodyne. Please discuss why you did not
obtain an opinion
         from an independent investment banking firm due to Ms. McKee's
relationship with
         Velodyne.
Velodyne's Business
Company Overview, page 180

15.      Please disclose the basis for the statement that Velodyne is "the
global leader in lidar
         technology."
 James Graf
FirstName  LastNameJames   Graf
Graf Industrial Corp.
Comapany
August 11, NameGraf
           2020       Industrial Corp.
August
Page 4 11, 2020 Page 4
FirstName LastName
Velodyne's Management's Discussion and Analysis
Results of Operations
Comparison of the Three Months Ended March 31, 2019 and 2020
Revenue, page 211

16.      Please quantify in MD&A each material factor identified in your
discussion as having
         a significant impact on your results of operations. For an example,
quantify how much of
         your revenues declined because of reduced unit sales, how much they
declined due to
         changing product mix and how much due to lower pricing. You should
replace vague
         terms such as    primarily    in favor of specific quantifications.
17.      We note that you experienced a material decline in sales in your North
American market
         during the year ended December 31, 2019, a trend that appears to
pre-date the impact of
         the COVID-19 pandemic on your operations. We also note that you made a
strategic
         decision in 2018 to selectively reduce prices in order to boost
volume. Please discuss why
         your sales volume has declined across reporting periods. Address in
MD&A all known
         trends or uncertainties regarding your sales volumes and other factors
that you expect will
         have a material favorable or unfavorable impact on net sales or
revenues or income from
         continuing operations.
Cost of Revenues and Gross Margin, page 212

18.      We note that you primarily attribute the material decline in your
margins along with
         quarterly revenues to decreased average selling prices reflecting your
strategic decision,
         made in 2018, to reduce prices on higher volume products so as to
drive additional
         adoption of your technology in multiple end markets. Explain for us
how price reductions
         implemented in 2018 effected your comparative revenues and margins in
the quarters
         ended March 31, 2019 and 2020. If applicable, describe the extent to
which you continue
         to reduce selling price as a market strategy and your assessment of
your strategy's
         prospects in light of your declining sales volumes.
General

19.      In your response letter, please provide your analysis of the exemption
from registration
         you are relying upon for the issuance of Graf common stock in the
business combination
         transaction.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
 James Graf
Graf Industrial Corp.
August 11, 2020
Page 5

        You may contact Joseph Kempf, Staff Accountant, at (202) 551-3352 or
Robert
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions
regarding
comments on the financial statements and related matters. Please contact
Michael C.
Foland, Attorney-Advisor, at (202) 551-6711 or Kathleen Krebs, Special Counsel,
at (202) 551-
3350 with any other questions.



                                                          Sincerely,
FirstName LastNameJames Graf
                                                          Division of
Corporation Finance
Comapany NameGraf Industrial Corp.
                                                          Office of Technology
August 11, 2020 Page 5
cc:       Joel L. Rubinstein
FirstName LastName