0001104659-20-139103.txt : 20201223 0001104659-20-139103.hdr.sgml : 20201223 20201223161550 ACCESSION NUMBER: 0001104659-20-139103 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200929 FILED AS OF DATE: 20201223 DATE AS OF CHANGE: 20201223 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Gopalan Anand CENTRAL INDEX KEY: 0001827155 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-38703 FILM NUMBER: 201412410 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 4/A 1 tm2039193d1_4a.xml OWNERSHIP DOCUMENT X0306 4/A 2020-09-29 2020-10-02 0 0001745317 Velodyne Lidar, Inc. VLDR 0001827155 Gopalan Anand 5521 HELLYER AVENUE SAN JOSE CA 95138 1 1 0 0 President and CEO Restricted Stock Unit 2020-09-29 4 A 0 293782 0.00 A 2024-03-22 Common Stock 293782 293782 D Restricted Stock Unit 2020-09-29 4 A 0 73445 0.00 A 2024-10-03 Common Stock 73445 73445 D Restricted Stock Unit 2020-09-29 4 A 0 220336 0.00 A 2025-02-07 Common Stock 220336 220336 D Stock Option (right to buy) 6.1542 2020-09-29 4 A 0 146890 0.00 A 2027-03-22 Common Stock 146890 146890 D Restricted Stock Unit 2020-09-29 4 A 0 73445 0.00 A 2025-10-08 Common Stock 73445 73445 D Restricted Stock Unit 2020-09-29 4 A 0 220336 0.00 A 2025-11-25 Common Stock 220336 220336 D Restricted Stock Unit 2020-09-29 4 A 0 146891 0.00 A 2026-03-14 Common Stock 146891 146891 D Restricted Stock Unit 2020-09-29 4 A 0 73445 0.00 A 2026-12-04 Common Stock 73445 73445 D Restricted Stock Unit (Promotion) 2020-09-29 4 A 0 881346 0.00 A 2027-05-28 Common Stock 881346 881346 D Restricted Stock Unit (Performance) 2020-09-29 4 A 0 1101683 0.00 A Common Stock 1101683 1101683 D Stock Option (right to buy) 5.7321 2020-09-29 4 A 0 440673 0.00 A 2030-05-28 Common Stock 440673 440673 D Restricted Stock Unit 2020-09-29 4 A 0 55671 0.00 A 2027-09-28 Common Stock 55671 55671 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 100,000 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 June 27, 2026 and with respect to 6.25% of the RSUs when the Reporting Person completes each three (3) months of continuous service thereafter, provided that the Reporting Person remains in continuous service on such date. The RSUs were received in exchange for 25,000 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 the one-year anniversary of June 27, 2026 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 75,000 RSUs of 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 June 27, 2026 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 Stock Option was received in exchange for an option to purchase 50,000 shares of common stock of Velodyne Lidar USA, Inc. in connection with the Merger. The Stock Option shall vest with respect to the first 25% of the Shares on the one-year anniversary of June 27, 2016 and with respect to an additional 6.25% of the Shares subject to the Stock Option when the Optionee completes each successive three-month period of continuous Service thereafter, provided, that the Reporting Person remains in continuous service on such vesting date. The Shares subject to the Stock Option are now fully vested. The RSUs were received in exchange for 25,000 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 was satisfied with respect to 25% of the RSUs when the Reporting Person 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 completed each three (3) months of continuous service thereafter. The service-based requirement is also subject to acceleration in the event the Reporting Person is subject to a qualifying involuntary termination of employment in connection with the sale of New Velodyne. The RSUs were received in exchange for 75,000 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 was satisfied with respect to 25% of the RSUs when the Reporting Person 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 completed each three (3) months of continuous service thereafter. The service-based requirement is also subject to acceleration in the event the Reporting Person is subject to a qualifying involuntary termination of employment in connection with the sale of New Velodyne. The RSUs were received in exchange for 50,000 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 satisfied with respect to 25% of the RSUs when the Reporting Person remains 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 each three (3) months of continuous service thereafter. The service-based requirement is also subject to acceleration in the event the Reporting Person is subject to a qualifying involuntary termination of employment in connection with the sale of New Velodyne. The RSUs were received in exchange for 25,000 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 satisfied with respect to 25% of the RSUs will vest on the one-year anniversary of July 8, 2019 and with respect to 6.25% of the RSUs when the Reporting Person completed each three (3) months of continuous service thereafter. The service-based requirement is also subject to acceleration in the event the Reporting Person is subject to a qualifying involuntary termination of employment in connection with the sale of New Velodyne. The promotion restricted stock units ("Promotion RSUs") were received in exchange for 300,000 promotion restricted stock units of Velodyne Lidar USA, Inc. in connection with the Merger. Subject to the satisfaction of both a liquidity event requirement and service-based requirement, each Promotion 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 is expected to be satisfied with respect to 58.33% of the Promotion RSUs if the Reporting Person remains in continuous service through the satisfaction of the liquidity-event requirement (such date, the "Initial Vesting Date"), and in installments with respect to the remaining Promotion RSUs when the Reporting Person completes each of the next seven (7) successive three-month periods of continuous service, subject to acceleration upon a qualifying involuntary termination of employment. The performance restricted stock units ("Performance RSUs") were received in exchange for 375,000 performance restricted stock units of 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 if the Reporting Person remains in continuous service through January 1, 2023 (the "Performance RSU Vesting Date"). The portion of the Performance RSUs that will become vested on the Performance RSU Vesting Date shall be determined based on the closing price of the common stock on the trading day prior to the Performance RSU Vesting Date. The Stock Option was received in exchange for an option to purchase 150,000 shares of common stock of Velodyne Lidar USA, Inc. in connection with the Merger. The Stock Option shall vest with respect to 25% of the Shares on the one-year anniversary of January 1, 2020 and in equal monthly installments over the following 36 months of continuous service thereafter, provided, that the Reporting Person remains in continuous service on such vesting date. The Stock Option is also subject to acceleration in the event the Reporting Person is subject to a qualifying involuntary termination of employment in connection with the sale of New Velodyne. 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. On October 2, 2020, the Reporting Person filed a Form 4 (the "Prior Report") that inadvertently included the incorrect option exercise prices and total number of RSUs and options granted. The Reporting Person is filing this amended Form 4 to correct the option exercise prices and number of RSUs and options subject to the previously reported grant(s) and to report a single additional RSU grant that was unintentionally omitted from the Prior Report. /s/ Karen Skelton, Attorney-in-Fact 2020-12-23