0001104659-20-123236.txt : 20201109 0001104659-20-123236.hdr.sgml : 20201109 20201109203248 ACCESSION NUMBER: 0001104659-20-123236 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20201030 FILED AS OF DATE: 20201109 DATE AS OF CHANGE: 20201109 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Frykman Sally CENTRAL INDEX KEY: 0001830091 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38703 FILM NUMBER: 201299346 MAIL ADDRESS: STREET 1: 5521 HELLYER AVENUE CITY: SAN JOSE STATE: CA ZIP: 95138 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 3 1 tm2035514d1_3.xml OWNERSHIP DOCUMENT X0206 3 2020-10-30 0 0001745317 Velodyne Lidar, Inc. VLDR 0001830091 Frykman Sally 5521 HELLYER AVENUE SAN JOSE CA 95138 0 1 0 0 Chief Communications Officer Restricted Stock Unit 2025-02-07 Common Stock 11751 D Restricted Stock Unit 2025-10-08 Common Stock 14689 D Restricted Stock Unit 2025-11-25 Common Stock 14689 D Restricted Stock Unit 2026-03-14 Common Stock 17626 D Restricted Stock Unit 2027-05-28 Common Stock 6360 D Restricted Stock Unit 2027-05-28 Common Stock 23017 D Restricted Stock Unit 2027-09-28 Common Stock 1336 D In connection with the merger described in that certain Agreement and Plan of Merger, dated as of July 2, 2020 (the "Merger"), and amended on August 20, 2020, by and among Graf Industrial Corp., a Delaware corporation now known as Velodyne Lidar, Inc. ("New Velodyne"), VL Merger Sub Inc., a Delaware corporation, and Velodyne Lidar, Inc., a Delaware corporation now known as Velodyne Lidar USA, Inc., the Reporting Person received restricted stock units in New Velodyne (the "RSUs") in exchange for restricted stock units in Velodyne Lidar USA, Inc. The RSUs were received in exchange for 4,000 restricted stock units in Velodyne Lidar USA, Inc. in connection with the Merger. Subject to the satisfaction of both a liquidity event requirement and service-based requirement, each RSU represents the right to receive one share of common stock. The liquidity-event requirement was deemed satisfied by the Board of Directors of New Velodyne in October 2020 and the service-based requirement will be or, as applicable, was satisfied with respect to 25% of the RSUs when the Reporting Person remains or, as applicable, remained in continuous service through the one-year anniversary of November 1, 2017 and with respect to 6.25% of the RSUs when the Reporting Person completes or, as applicable, completed each three (3) months of continuous service thereafter. The RSUs were received in exchange for 5,000 restricted stock units in Velodyne Lidar USA, Inc. in connection with the Merger. Subject to the satisfaction of both a liquidity event requirement and service-based requirement, each RSU represents the right to receive one share of common stock. The liquidity-event requirement was deemed satisfied by the Board of Directors of New Velodyne in October 2020 and the service-based requirement will be or, as applicable, was satisfied with respect to 25% of the RSUs when the Reporting Person remains or, as applicable, remained in continuous service through the one-year anniversary of September 29, 2018 and with respect to 6.25% of the RSUs when the Reporting Person completes or, as applicable, completed each three (3) months of continuous service thereafter. The RSUs were received in exchange for 5,000 restricted stock units in Velodyne Lidar USA, Inc. in connection with the Merger. Subject to the satisfaction of both a liquidity event requirement and service-based requirement, each RSU represents the right to receive one share of common stock. The liquidity-event requirement was deemed satisfied by the Board of Directors of New Velodyne in October 2020 and the service-based requirement will be or, as applicable, was satisfied with respect to 25% of the RSUs when the Reporting Person remains or, as applicable, remained in continuous service through the one-year anniversary of November 26, 2018 and with respect to 6.25% of the RSUs when the Reporting Person completes or, as applicable, completed each three (3) months of continuous service thereafter. The RSUs were received in exchange for 6,000 restricted stock units in Velodyne Lidar USA, Inc. in connection with the Merger. Subject to the satisfaction of both a liquidity event requirement and service-based requirement, each RSU represents the right to receive one share of common stock. The liquidity-event requirement was deemed satisfied by the Board of Directors of New Velodyne in October 2020 and the service-based requirement will be or, as applicable, was satisfied with respect to 25% of the RSUs when the Reporting Person remains or, as applicable, remained in continuous service through the one-year anniversary of February 22, 2019 and with respect to 6.25% of the RSUs when the Reporting Person completes or, as applicable, completed each three (3) months of continuous service thereafter. The RSUs were received in exchange for 2,165 restricted stock units in Velodyne Lidar USA, Inc. in connection with the Merger. Subject to the satisfaction of both a liquidity event requirement and service-based requirement, each RSU represents the right to receive one share of common stock. The liquidity-event requirement was deemed satisfied by the Board of Directors of New Velodyne in October 2020 and the service-based requirement will be or, as applicable, was satisfied with respect to 25% of the RSUs when the Reporting Person remains or, as applicable, remained in continuous service through the one-year anniversary of March 11, 2020 and with respect to 6.25% of the RSUs when the Reporting Person completes or, as applicable, completed each three (3) months of continuous service thereafter. The RSUs were received in exchange for 7,835 restricted stock units in Velodyne Lidar USA, Inc. in connection with the Merger. Subject to the satisfaction of both a liquidity event requirement and service-based requirement, each RSU represents the right to receive one share of common stock. The liquidity-event requirement was deemed satisfied by the Board of Directors of New Velodyne in October 2020 and the service-based requirement will be or, as applicable, was satisfied with respect to 25% of the RSUs when the Reporting Person remains or, as applicable, remained in continuous service through the one-year anniversary of March 11, 2020 and with respect to 6.25% of the RSUs when the Reporting Person completes or, as applicable, completed each three (3) months of continuous service thereafter. Subject to the satisfaction of a service-based requirement, each RSU represents the right to receive one share of common stock. The service-based requirement will be satisfied with respect to 100% of the RSUs if the Reporting Person remains in continuous service through March 29, 2021. /s/ Karen Skelton - Attorney-in-Fact 2020-11-09