0001104659-21-034667.txt : 20210310
0001104659-21-034667.hdr.sgml : 20210310
20210310213916
ACCESSION NUMBER: 0001104659-21-034667
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20200929
FILED AS OF DATE: 20210310
DATE AS OF CHANGE: 20210310
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Hall David S.
CENTRAL INDEX KEY: 0001825969
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38703
FILM NUMBER: 21731643
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
tm219372d11_4.xml
OWNERSHIP DOCUMENT
X0306
4
2020-09-29
0
0001745317
Velodyne Lidar, Inc.
VLDR
0001825969
Hall David S.
5521 HELLYER AVENUE
SAN JOSE
CA
95138
0
0
1
0
Common Stock
2021-03-08
4
M
0
110168
0.00
A
59880692
D
Common Stock
2021-03-08
4
M
0
338765
0.00
A
6274630
I
By wife
Restricted Stock Unit
2021-03-08
4
M
0
110168
0.00
D
Common Stock
220336
110168
D
Restricted Stock Unit
2020-09-29
4
A
0
73445
0.00
A
Common Stock
73445
73445
I
By wife
Restricted Stock Unit
2021-03-08
4
M
0
73445
0.00
D
Common Stock
73445
0
I
By wife
Restricted Stock Unit
2020-09-29
4
A
0
220336
0.00
A
Common Stock
220336
220336
I
By wife
Restricted Stock Unit
2021-03-08
4
M
0
220336
0.00
D
Common Stock
220336
0
I
By wife
Restricted Stock Unit
2020-09-29
4
A
0
102823
0.00
A
Common Stock
102823
102823
I
By wife
Restricted Stock Unit
2021-03-08
4
M
0
44984
0.00
D
Common Stock
102823
57839
I
By wife
Restricted Stock Unit
2020-09-29
4
A
0
117512
0.00
A
Common Stock
117512
117512
I
By wife
Restricted Stock Unit
2020-09-29
4
A
0
7793
0.00
A
Common Stock
7793
7793
I
By wife
The Reporting Person was granted 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.
The Reporting Person received shares of common stock 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 Mergear Sub Inc., a Delaware corporation, and Velodyne Lidar, Inc., a Delaware corporation now known as Velodyne Lidar USA, Inc.
Represents shares held by the Reporting Person's wife, Marta Thoma Hall.
The Reporting Person received RSUs 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 remaining 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's wife, Marta Thoma Hall, received RSUs 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's wife 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's wife completes or, as applicable, completed each three (3) months of continuous service thereafter. These RSUs were inadvertently excluded in prior filings.
The Reporting Person's wife received RSUs 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's wife completes or, as applicable, completed each three (3) months of continuous service thereafter. These RSUs were inadvertently excluded in prior filings.
The Reporting Person's wife received RSUs 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's wife 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's wife completes or, as applicable, completed each three (3) months of continuous service thereafter. These RSUs were inadvertently excluded in prior filings.
The Reporting Person's wife received RSUs 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's wife 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's wife completes or, as applicable, completed each three (3) months of continuous service thereafter. These RSUs were inadvertently excluded in prior filings.
The Reporting Person's wife received RSUs in connection with the Merger. 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's wife remains in continuous service through March 29, 2021. These RSUs were inadvertently excluded in prior filings.
The Reporting Person's wife was granted 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.
/s/ Karen Skelton, Attorney-in-Fact
2021-03-10