4//SEC Filing
McBeath Kathryn 4
Accession 0001628280-23-003334
CIK 0001745317other
Filed
Feb 12, 7:00 PM ET
Accepted
Feb 13, 5:03 PM ET
Size
14.8 KB
Accession
0001628280-23-003334
Insider Transaction Report
Form 4
McBeath Kathryn
Chief People Officer
Transactions
- Disposition to Issuer
Common Stock
2023-02-10−393,935→ 0 total - Disposition to Issuer
Restricted Stock Unit
2023-02-10−14,465→ 0 total→ Common Stock (14,465 underlying) - Disposition to Issuer
Restricted Stock Unit
2023-02-10−26,250→ 0 total→ Common Stock (26,250 underlying) - Disposition to Issuer
Common Stock
2023-02-10−180,536→ 393,935 total - Disposition to Issuer
Restricted Stock Unit
2023-02-10−4,837→ 10 total→ Common Stock (4,837 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, 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]At the effective time of the Merger (the "Effective Time"), each outstanding share of Velodyne common stock automatically converted to the right to receive 0.8204 of a share of Ouster common stock.
- [F4]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 RSU shall vest over a two (2) year period in equal quarterly installments from July 18, 2021, subject to the Reporting Person remaining in continous service with the Issuer.
- [F5]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
- [F6]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 RSU shall vest with respect to 25% of the RSUs when the Reporting Person remains in continuous service through the one-year anniversary of October 30, 2020 and with respect to 6.25% of the RSUs when the Reporting Person completes each three (3) months of continuous service thereafter.
- [F7]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 RSU shall vest with respect to six-and-one-quarter percent (6.25%) of the RSUs on each company quarterly vesting dates after February 28, 2021, provided the Reporting Person remains in continuous service on each vesting date. Quarterly vesting dates are February 28, May 28, August 28 and November 28.
Documents
Issuer
Velodyne Lidar, Inc.
CIK 0001745317
Entity typeother
Related Parties
1- filerCIK 0001834247
Filing Metadata
- Form type
- 4
- Filed
- Feb 12, 7:00 PM ET
- Accepted
- Feb 13, 5:03 PM ET
- Size
- 14.8 KB