0001628280-22-019018.txt : 20220715
0001628280-22-019018.hdr.sgml : 20220715
20220715193500
ACCESSION NUMBER: 0001628280-22-019018
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20220713
FILED AS OF DATE: 20220715
DATE AS OF CHANGE: 20220715
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: 221087908
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_165792808360076.xml
FORM 4
X0306
4
2022-07-13
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
2022-07-13
4
M
0
3115
A
440894
D
Common Stock
2022-07-15
4
S
0
1179
0.9852
D
439715
D
Restricted Stock Unit
2022-07-13
4
M
0
918
0
D
Common Stock
1837.0
919
D
Restricted Stock Unit
2022-07-13
4
M
0
397
0
D
Common Stock
3180.0
2783
D
Restricted Stock Unit
2022-07-13
4
M
0
1438
0
D
Common Stock
11509.0
10071
D
Restricted Stock Unit
2022-07-13
4
M
0
362
0
D
Common Stock
3981.0
3619
D
The Reporting Person was granted Restricted Stock Units ("RSUs") which represent a contingent right to receive one (1) share of Common Stock for each RSU. The shares were issued pursuant to vested RSUs released on July 13, 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 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 for five thousand (5,000) RSUs 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 (1) 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 twenty-five percent (25%) of the RSUs when the Reporting Person remains or, as applicable, remained in continuous service through the one-year anniversary of September 29, 2018 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.
The RSUs were received in exchange for two thousand one hundred sixty- five (2,165) RSUs 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 (1) 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 twenty-five percent (25%) of the RSUs when the Reporting Person remains or, as applicable, remained in continuous service through the one-year anniversary of March 11, 2020 and with respect to six-and-one-quarter percent (6.25%) of the RSUswhen the Reporting Person completes or, as applicable, completed each three (3) months of continuous service thereafter.
The RSUs were received in exchange for seven thousand eight hundred thirty-five (7,835) RSUs 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 (1) 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 twenty-five percent (25%) of the RSUs when the Reporting Person remains or, as applicable, remained in continuous service through the one-year anniversary of March 11, 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.
The Reporting Person was granted RSUs which represent a contingent right to receive one (1) share of Common Stock for each RSU. The RSU shall vest with respect to twenty-five percent (25%) of the RSUs on each Company quarterly vesting dates after January 25, 2021, provided the Reporting Person remains in continuous service through on each vesting date. Quarterly vesting dates are March 31, June 30, September 30 and December 31.
/s/ Tracey Mastropoalo - Attorney-in-Fact
2022-07-15