Form Type: 4

SEC EDGAR Link
Accession Number:0001628280-22-025083
Date:2022-09-14
Issuer: VELODYNE LIDAR, INC. (VLDR)
Original Submission Date:

Reporting Person:

FRYKMAN SALLY
5521 HELLYER AVENUE
SAN JOSE, CA 95138

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON STOCK 2022-09-14 M 1,101 a $0.00 440,816 direct
COMMON STOCK 2022-09-15 S 407 d $1.23 440,409 direct
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
RESTRICTED STOCK UNIT 0.0 2022-09-14 deemed execution date M 1,101 (a) common stock 1,101 $0.00 0 direct
Footnotes
IDfootnote
f1 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 september 14, 2022.
f2 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.
f3 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.
f4 the rsus were received for six thousand (6,000) 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 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.
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