0001628280-21-024885.txt : 20211210 0001628280-21-024885.hdr.sgml : 20211210 20211210191945 ACCESSION NUMBER: 0001628280-21-024885 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20211208 FILED AS OF DATE: 20211210 DATE AS OF CHANGE: 20211210 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: 211486639 MAIL ADDRESS: STREET 1: 5521 HELLYER AVENUE CITY: SAN JOSE STATE: CA ZIP: 95138 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: 211486638 MAIL ADDRESS: STREET 1: 40 NORTH HILL COURT CITY: OAKLAND STATE: CA ZIP: 94618 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_163918197242646.xml FORM 4 X0306 4 2021-12-08 0 0001745317 Velodyne Lidar, Inc. VLDR 0001825540 Hall Marta Thoma 2517 BLANDING AVE ALAMEDA CA 94501 1 0 0 0 0001825969 Hall David S. 2517 BLANDING AVE ALAMEDA CA 94501 0 0 1 0 Common Stock 2021-12-08 4 M 0 6426 A 5478137 D Common Stock 2021-12-09 4 S 0 3294 5.34 D 5474843 D Common Stock 59770524 I By husband Restricted Stock Unit 2021-12-08 4 M 0 6426 0 D Common Stock 6426.0 32133 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 December 8, 2021. These securities are owned solely by Marta Hall, who is a member of a "group" with David S. Hall for purposes of Section 13(d) of the Exchange Act. 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 shares of common stock in New Velodyne in exchange for 1,992,832 shares of common stock in Velodyne Lidar USA, Inc. On the effective date of the Merger, the closing price of New Velodyne common stock was $24.75 per share. 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. Represents shares received by the Reporting Person's husband, David S. Hall, in the Merger. These securities are owned solely by David S. Hall, who is a member of a "group" with the Reporting Person for purposes of Section 13(d) of the Exchange Act. 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. The Reporting Person received RSUs in exchange for restricted stock units in Velodyne Lidar USA, Inc. The Reporting Person was granted 102,823 RSUs on September 29, 2020 which represent a contingent right to receive one share of Common Stock for each RSU. Of the initial grant, 25% vested on the one-year anniversary, and the remainder vest with respect to 6.25% of the RSUs on each company quarterly vesting dates /s/ Marta Hall 2021-12-10 /s/ David Hall 2021-12-10