0001104659-21-080378.txt : 20210611
0001104659-21-080378.hdr.sgml : 20210611
20210611205206
ACCESSION NUMBER: 0001104659-21-080378
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210609
FILED AS OF DATE: 20210611
DATE AS OF CHANGE: 20210611
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Frykman Sally
CENTRAL INDEX KEY: 0001830091
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38703
FILM NUMBER: 211012971
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
tm2119545-2_4seq1.xml
OWNERSHIP DOCUMENT
X0306
4
2021-06-09
0
0001745317
Velodyne Lidar, Inc.
VLDR
0001830091
Frykman Sally
5521 HELLYER AVENUE
SAN JOSE
CA
95138
0
1
0
0
Chief Marketing Officer
Common Stock
2021-06-09
4
M
0
4184
A
34912
D
Common Stock
2021-06-10
4
S
0
1474
11.384
D
33438
D
Restricted Stock Unit
2021-06-09
4
M
0
918
0.00
D
Common Stock
918
6427
D
Restricted Stock Unit
2021-06-09
4
M
0
1102
0.00
D
Common Stock
1102
8813
D
Restricted Stock Unit
2021-06-09
4
M
0
2164
0.00
D
Common Stock
2164
32470
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 June 9, 2021.
The sales reported on this Form 4 represent shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the previously reported vesting and settlement of RSUs. These sales are mandated by the Issuer's election under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and do not represent discretionary trades by the Reporting Person.
The Reporting Person received RSUs 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.
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 November 26, 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.
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 was granted RSUs which represent a contingent right to receive one share of Common Stock for each RSU. The RSU shall vest with respect to 6.25% of the RSUs on each company quarterly vesting dates after February 28, 2021, provided the Reporting Person remains in continuous service on each vesting date. Quarterly vesting dates are February 28, May 28, August 28 and November 28.
/s/ Tracey Mastropoalo - Attorney-in-Fact
2021-06-11