0001628280-21-018400.txt : 20210910 0001628280-21-018400.hdr.sgml : 20210910 20210910174702 ACCESSION NUMBER: 0001628280-21-018400 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210908 FILED AS OF DATE: 20210910 DATE AS OF CHANGE: 20210910 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Rekow Mathew CENTRAL INDEX KEY: 0001825551 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38703 FILM NUMBER: 211248009 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 wf-form4_163131038066764.xml FORM 4 X0306 4 2021-09-08 0 0001745317 Velodyne Lidar, Inc. VLDR 0001825551 Rekow Mathew 5521 HELLYER AVENUE SAN JOSE CA 95138 0 1 0 0 Chief Technology Officer Common Stock 2021-09-08 4 M 0 7658 A 42331 D Common Stock 2021-09-08 4 S 0 3815 6.55 D 38516 D Restricted Stock Unit 2021-09-08 4 M 0 2754 0 D Common Stock 2754.0 19281 D Restricted Stock Unit 2021-09-08 4 M 0 4814 0 D Common Stock 4814.0 67394 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 September 8, 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 Reporting Person's award agreement 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, 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. 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 2021-09-10 EX-24 2 ex-24.htm 2021-09-09 POA (REKOW)

POWER OF ATTORNEY
The undersigned, as a Section 16 reporting person of Velodyne Lidar, Inc., a Delaware corporation (the "Company"), hereby constitutes and appoints each of Daniel Horwood, Tracey Mastropoalo, Andrew Hamer and Michelle Esau as the undersigned's true and lawful attorney-in-fact to:
(1)    complete and execute Form ID, "Update Passphrase Confirmation" form and Forms 3, 4 and 5 and other forms and all amendments thereto as such attorney-in-fact shall in his or her discretion determined to be required or advisable pursuant to Section 16 of the Securities Exchange Act of 1934 (as amended) and the rules and regulations promulgated thereunder, or any successor laws and regulations, as a consequence of the undersigned's ownership, acquisition or disposition of securities of the Company; and
(2)    do all acts necessary in order to file such forms with the Securities and Exchange Commission, any securities exchange or national association, the Company and such other person or agency as the attorney-in-fact shall deem appropriate.
The undersigned hereby ratifies and confirms all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with the Securities Exchange Act of 1934 (as amended).
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of September 9, 2021.

/s/ Mathew Rekow

Mathew Rekow