4//SEC Filing
Horwood Daniel 4
Accession 0001628280-23-003322
CIK 0001745317other
Filed
Feb 12, 7:00 PM ET
Accepted
Feb 13, 4:58 PM ET
Size
12.7 KB
Accession
0001628280-23-003322
Insider Transaction Report
Form 4
Horwood Daniel
General Counsel & Corp Secty
Transactions
- Disposition to Issuer
Common Stock
2023-02-10−261,806→ 402,299 total - Disposition to Issuer
Common Stock
2023-02-10−402,299→ 0 total - Disposition to Issuer
Restricted Stock Unit
2023-02-10−9,515→ 0 total→ Common Stock (9,515 underlying) - Disposition to Issuer
Restricted Stock Unit
2023-02-10−15,495→ 0 total→ Common Stock (15,495 underlying)
Footnotes (7)
- [F1]On February 10, 2023, the closing of the transactions contemplated by the Agreement and Plan of Merger, dated November 4, 2022 (as it may be amended from time to time), by and among Ouster, Inc. ("Ouster"), Oban Merger Sub, Inc., a wholly owned subsidiary of Ouster, Oban Merger Sub II LLC, a wholly owned subsidiary of Ouster, and Velodyne Lidar, Inc. ("Velodyne") occurred, pursuant to which Velodyne merged into a wholly owned subsidiary of Ouster (the "Merger").
- [F2]At the effective time of the Merger (the "Effective Time), each Performance-based restricted stock award was deemed to be met at the target level of achievement of the performance goals, resulting in a forfeiture of shares above the target level.
- [F3]Includes 3,168 shares of common stock acquired pursuant to the Company's 2020 Employee Stock Purchase Plan acquired by the Reporting Person on January 23, 2023.
- [F4]At the effective time of the Merger, each outstanding share of Velodyne common stock automatically converted to the right to receive 0.8204 of a share of Ouster common stock.
- [F5]The Reporting Person received restricted stock units ("RSUs") on September 9, 2021 that will vest in installments over four (4) years, with six-and-one-quarter percent (6.25%) of the RSUs vesting on the quarterly anniversary date thereafter, subject to continued employment with the issuer through each anniversary date. Six-and-one-quarter percent (6.25%) of the RSUs vested on December 9, 2021 were delivered to the Reporting Person on the vest date.
- [F6]Each unvested RSU outstanding immediately prior to the Effective Time was cancelled and assumed by Ouster and converted into the right to receive an award of RSUs covering that number of shares of Ouster common stock, rounded up to the nearest whole share, equal to 0.8204 per share of Velodyne common stock. Each converted RSU award described herein shall be subject to the same terms and conditions (including vesting and expiration schedule, as applicable) as applied to the corresponding Velodyne RSU award as of immediately prior to the effective time of the Merger.
- [F7]The Reporting Person received Restricted Stock Units ("RSUs") that will vest in installments over four (4) years, with twenty-five percent (25%) of the RSUs vesting on July 7, 2022, and six-and-one-quarter percent (6.25%) of the remaining RSUs vesting quarterly thereafter, subject to continued employment with the Issuer through each anniversary date.
Documents
Issuer
Velodyne Lidar, Inc.
CIK 0001745317
Entity typeother
Related Parties
1- filerCIK 0001756566
Filing Metadata
- Form type
- 4
- Filed
- Feb 12, 7:00 PM ET
- Accepted
- Feb 13, 4:58 PM ET
- Size
- 12.7 KB