0001104659-21-034668.txt : 20210310 0001104659-21-034668.hdr.sgml : 20210310 20210310213952 ACCESSION NUMBER: 0001104659-21-034668 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 Marta Thoma CENTRAL INDEX KEY: 0001825540 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38703 FILM NUMBER: 21731650 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 tm219372d12_4.xml OWNERSHIP DOCUMENT X0306 4 2020-09-29 0 0001745317 Velodyne Lidar, Inc. VLDR 0001825540 Hall Marta Thoma 5521 HELLYER AVENUE SAN JOSE CA 95138 1 0 0 0 Common Stock 2021-03-08 4 M 0 338765 0.00 A 6274630 D Common Stock 2021-03-08 4 M 0 110168 0.00 A 59880692 I By husband Restricted Stock Unit 2021-03-08 4 M 0 73445 0.00 D 2024-03-22 Common Stock 73445 0 D Restricted Stock Unit 2021-03-08 4 M 0 220336 0.00 D 2024-10-03 Common Stock 220336 0 D Restricted Stock Unit 2021-03-08 4 M 0 44984 0.00 D 2026-03-14 Common Stock 102823 57839 D Restricted Stock Unit 2020-09-29 4 A 0 220336 0.00 A Common Stock 220336 220336 I By husband Restricted Stock Unit 2021-03-08 4 M 0 110168 0.00 D Common Stock 220336 110168 I By husband Restricted Stock Unit 2020-09-29 4 A 0 3340 0.00 A Common Stock 3340 3340 I By husband 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 Merger 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 husband, David S. 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 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 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 completes or, as applicable, completed each three (3) months of continuous service thereafter. 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 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 husband, David 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 remaining RSUs when the Reporting Person's husband 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 husband 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 husband, David Hall, 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 husband remains in continuous service through March 29, 2021. These RSUs were inadvertently excluded in prior filings. The Reporting Person's husband 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