0001104659-20-139104.txt : 20201223
0001104659-20-139104.hdr.sgml : 20201223
20201223161609
ACCESSION NUMBER: 0001104659-20-139104
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: Hall Marta Thoma
CENTRAL INDEX KEY: 0001825540
FILING VALUES:
FORM TYPE: 4/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38703
FILM NUMBER: 201412420
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
tm2039193d2_4a.xml
OWNERSHIP DOCUMENT
X0306
4/A
2020-09-29
2020-10-01
0
0001745317
Velodyne Lidar, Inc.
VLDR
0001825540
Hall Marta Thoma
5521 HELLYER AVENUE
SAN JOSE
CA
95138
1
1
0
0
Chief Marketing Officer
Common Stock
2020-09-29
4
A
0
5935865
A
5935865
D
Common Stock
2020-09-29
4
A
0
59770524
A
59770524
I
By husband
Restricted Stock Unit
2020-09-29
4
A
0
73445
0.00
A
2024-03-22
Common Stock
73445
73445
D
Restricted Stock Unit
2020-09-29
4
A
0
220336
0.00
A
2024-10-03
Common Stock
220336
220336
D
Restricted Stock Unit
2020-09-29
4
A
0
102823
0.00
A
2026-03-14
Common Stock
102823
102823
D
Restricted Stock Unit
2020-09-29
4
A
0
117512
0.00
A
2027-05-28
Common Stock
117512
117512
D
Restricted Stock Unit
2020-09-29
4
A
0
7793
0.00
A
2027-09-28
Common Stock
7793
7793
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 shares of common stock in New Velodyne in exchange for 1,992,832 shares of common stock in Velodyne Lidar USA, Inc. On the effective date of the Merger, the closing price of New Velodyne common stock was $24.75 per share.
Represents shares received by the Reporting Person's husband, David S. Hall, in the Merger.
The Reporting Person received restricted stock units ("RSUs") 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 when the Reporting Person remains or, as applicable, remained in continuous service through the one-year anniversary of March 23, 2016 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 Reporting Person received restricted stock units ("RSUs") 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, 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 23, 2016 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 Reporting Person received restricted stock units ("RSUs") in exchange for 35,000 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 Reporting Person received restricted stock units ("RSUs") in exchange for 40,000 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 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.
On October 1, 2020, the Reporting Person filed a Form 4 (the "Prior Report") that inadvertently included the incorrect total number of RSUs granted. The Reporting Person is filing this amended Form 4 to correct the number of RSUs 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