SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Horwood Daniel

(Last)

(First)

(Middle)

5521 HELLYER AVENUE

(Street)

SAN JOSE

95138

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/18/2022

3. Issuer Name and Ticker or Trading Symbol
Velodyne Lidar, Inc. [ VLDR ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	General Counsel & Corp Secty

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	559	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Stock Unit	⁽¹⁾	⁽¹⁾	Common Stock	24,792	$0.0	D
Restricted Stock Unit	⁽²⁾	⁽²⁾	Common Stock	12,975	$0.0	D

Explanation of Responses:

1. The Reporting Person received Restricted Stock Units ("RSUs") that will vest in installments over four (4) years, with twenty-five percent (25%) of the RSUs vesting on July 7, 2022, and six-and-one-quarter percent (6.25%) of the remaining RSUs vesting quarterly thereafter, subject to continued employment with the Issuer through each anniversary date.

2. The Reporting Person received RSUs on September 9, 2021 that will vest in installments over four (4) years, with six-and-one-quarter percent (6.25%) of the RSUs vesting on the quarterly anniversary date thereafter, subject to continued employment with the Issuer through each anniversary date. Six-and-one-quarter percent (6.25%) of the RSUs vested on December 9, 2021 were delivered to the Reporting Person on the vest date.

Remarks:

Exhibit 24 - Power of Attorney

	Tracey Mastropoalo - Attorney-in-Fact	02/22/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.