0001890218-22-000003.txt : 20220705 0001890218-22-000003.hdr.sgml : 20220705 20220705164204 ACCESSION NUMBER: 0001890218-22-000003 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220701 FILED AS OF DATE: 20220705 DATE AS OF CHANGE: 20220705 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Thoma Marta R CENTRAL INDEX KEY: 0001890218 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38703 FILM NUMBER: 221065738 MAIL ADDRESS: STREET 1: 2517 BLANDING AVE. CITY: ALAMEDA STATE: CA ZIP: 94501 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 primary_doc.xml PRIMARY DOCUMENT X0306 4 2022-07-01 0 0001745317 Velodyne Lidar, Inc. VLDR 0001890218 Thoma Marta R 2517 BLANDING AVE. ALAMEDA CA 94501 0 0 0 1 Former Director Common Stock 2022-07-01 2022-07-01 4 S 0 5435865 0.82 D 0 D Common Stock 0 I By Husband Restricted Stock Unit Common Stock 0 58756 D 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. 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 New Velodyne in exchange for RSUs in Velodyne Lidar USA, Inc. The Reporting Person received Restricted Stock Units ("RSUs") in exchange for thirty-five thousand (35,000) 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 (1) year anniversary of February 22, 2019 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. Marta Hall 2022-07-05