0001104659-21-034653.txt : 20210310 0001104659-21-034653.hdr.sgml : 20210310 20210310213528 ACCESSION NUMBER: 0001104659-21-034653 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210308 FILED AS OF DATE: 20210310 DATE AS OF CHANGE: 20210310 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Gopalan Anand CENTRAL INDEX KEY: 0001827155 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38703 FILM NUMBER: 21731624 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 1 tm219372-2_4seq1.xml OWNERSHIP DOCUMENT X0306 4 2021-03-08 0 0001745317 Velodyne Lidar, Inc. VLDR 0001827155 Gopalan Anand 5521 HELLYER AVENUE SAN JOSE CA 95138 1 1 0 0 President and CEO Common Stock 2021-03-08 4 M 0 1395431 0.00 A 1395431 D Restricted Stock Unit 2021-03-08 4 M 0 293782 0.00 D Common Stock 293782 0 D Restricted Stock Unit 2021-03-08 4 M 0 73445 0.00 D Common Stock 73445 0 D Restricted Stock Unit 2021-03-08 4 M 0 220336 0.00 D Common Stock 220336 0 D Restricted Stock Unit 2021-03-08 4 M 0 41312 0.00 D Common Stock 73445 32133 D Restricted Stock Unit 2021-03-08 4 M 0 110168 0.00 D Common Stock 220336 110168 D Restricted Stock Unit 2021-03-08 4 M 0 64264 0.00 D Common Stock 146891 82627 D Restricted Stock Unit 2021-03-08 4 M 0 22951 0.00 D Common Stock 73445 50494 D Restricted Stock Unit (Promotion) 2021-03-08 4 M 0 569173 0.00 D Common Stock 881346 312173 D The Reporting Person was granted restricted stock units ("RSUs") which represent a contingent right to receive one share of Common Stock for each RSU. The shares were issued pursuant to vested RSUs released on March 8, 2021. 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 RSUs in exchange for restricted stock units in Velodyne Lidar USA, Inc. The RSUs were received in connection with the Merger. 100% of the RSUs have vested and been released. The RSUs were received in connection with the Merger. 100% of the RSUs have vested and been released. The RSUs were received in connection with the Merger. 100% of the RSUs have vested and been released. 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 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 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 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 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. /s/Karen Skelton, Attorney-in-Fact 2021-03-10