4//SEC Filing
Hamer Andrew 4
Accession 0001628280-22-014366
CIK 0001745317other
Filed
May 12, 8:00 PM ET
Accepted
May 13, 4:59 PM ET
Size
12.6 KB
Accession
0001628280-22-014366
Insider Transaction Report
Form 4
Hamer Andrew
CFO and Treasurer
Transactions
- Exercise/Conversion
Common Stock
2022-05-11+5,764→ 997,144 total - Exercise/Conversion
Restricted Stock Unit
2022-05-11+918→ 3,673 total→ Common Stock (4,591 underlying) - Sale
Common Stock
2022-05-12$1.46/sh−2,070$3,022→ 995,074 total - Exercise/Conversion
Restricted Stock Unit
2022-05-11+4,846→ 24,232 total→ Common Stock (29,078 underlying)
Footnotes (5)
- [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 May 11, 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 in exchange for 5,000 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 is expected to be satisfied or deemed satisfied by the Board of Directors of New Velodyne in calendar year 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 April 17, 2019 and with respect to 6.25% of the RSUs when the Reporting Person completes or, as applicable, completed each three (3) months of continuous service thereafter.
- [F5]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 over a two (2) year period in equal quarterly installments from July 18, 2021, subject to the Reporting Person's continuous service with the Issuer.
Documents
Issuer
Velodyne Lidar, Inc.
CIK 0001745317
Entity typeother
Related Parties
1- filerCIK 0001348459
Filing Metadata
- Form type
- 4
- Filed
- May 12, 8:00 PM ET
- Accepted
- May 13, 4:59 PM ET
- Size
- 12.6 KB