0001628280-22-005964.txt : 20220311
0001628280-22-005964.hdr.sgml : 20220311
20220311175044
ACCESSION NUMBER: 0001628280-22-005964
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20220309
FILED AS OF DATE: 20220311
DATE AS OF CHANGE: 20220311
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Tarman Laura
CENTRAL INDEX KEY: 0001834251
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38703
FILM NUMBER: 22734368
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_164703901840313.xml
FORM 4
X0306
4
2022-03-09
0
0001745317
Velodyne Lidar, Inc.
VLDR
0001834251
Tarman Laura
5521 HELLYER AVENUE
SAN JOSE
CA
95138
0
1
0
0
Vice President of Sales, NA
Common Stock
2022-03-09
4
M
0
1377
A
16701
D
Common Stock
2022-03-10
4
S
0
783
2.06
D
15918
D
Restricted Stock Unit
2022-03-09
4
M
0
918
0
D
Common Stock
4591.0
3673
D
Restricted Stock Unit
2022-03-09
4
M
0
459
0
D
Common Stock
4590.0
4131
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 March 9, 2022.
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 were received 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 New Velodyne in exchange for RSUs in Velodyne Lidar USA, Inc.
The RSUs were received 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 11, 2019 and with respect to six-and-one-quarter (6.25%) of the RSUs when the Reporting Person completes or, as applicable, completed each three (3) months of continuous service thereafter.
The RSUs were received in exchange for 2,500 restricted stock units in Velodyne Lidar USA, Inc. 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 May 8, 2020 and with respect to six-and-one-quarter percent (6.25%) of the RSUs when the Reporting Person completes or, as applicable, completed each three (3) months of continuous service thereafter.
/s/ Tracey Mastropoalo - Attorney-in-Fact
2022-03-11