0001104659-20-139116.txt : 20201223
0001104659-20-139116.hdr.sgml : 20201223
20201223161919
ACCESSION NUMBER: 0001104659-20-139116
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: Rekow Mathew
CENTRAL INDEX KEY: 0001825551
FILING VALUES:
FORM TYPE: 4/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38703
FILM NUMBER: 201412495
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
tm2039193d9_4a.xml
OWNERSHIP DOCUMENT
X0306
4/A
2020-09-29
2020-10-01
0
0001745317
Velodyne Lidar, Inc.
VLDR
0001825551
Rekow Mathew
5521 HELLYER AVENUE
SAN JOSE
CA
95138
0
1
0
0
Chief Technology Officer
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
73445
0.00
A
2024-10-03
Common Stock
73445
73445
D
Restricted Stock Unit
2020-09-29
4
A
0
47005
0.00
A
2025-10-09
Common Stock
47005
47005
D
Restricted Stock Unit
2020-09-29
4
A
0
44067
0.00
A
2026-03-14
Common Stock
44067
44067
D
Restricted Stock Unit
2020-09-29
4
A
0
26440
0.00
A
2027-05-28
Common Stock
26440
26440
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
5789
0.00
A
2027-09-28
Common Stock
5789
5789
D
In connection with the merger described in that certain Agreement and Plan of Merger, dated as of July 2, 2020, and amended on August 20, 2020 (the "Merger"), 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 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 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 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 RSUs were received in exchange for 16,000 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 15,000 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 9,000 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.
The RSUs were received 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 January 27, 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