Graf James A 4/A
4/A · Velodyne Lidar, Inc. · Filed Dec 11, 2020
Insider Transaction Report
Form 4/AAmended
Graf James A
10% Owner
Transactions
- Other
Common Stock
2020-09-29−1,000→ 2,000,500 total(indirect: By LLC) - Purchase
Public Warrants (right to buy)
2020-09-29$0.35/sh+28,725$9,996→ 28,725 totalExercise: $11.50→ Common Stock (14,362 underlying) - Purchase
Public Warrants (right to buy)
2020-09-29$0.30/sh+176,275$52,883→ 205,000 totalExercise: $11.50→ Common Stock (88,137 underlying) - Purchase
Public Warrants (right to buy)
2020-09-29$0.05/sh+50,000$2,500→ 255,000 totalExercise: $11.50→ Common Stock (37,500 underlying) - Purchase
Public Warrants (right to buy)
2020-09-29$0.36/sh+8,000$2,880→ 263,000 totalExercise: $11.50→ Common Stock (4,000 underlying) - Other
Common Stock
2020-09-29−266,000→ 2,241,000 total(indirect: By LLC) - Other
Common Stock
2020-09-29−58,800→ 2,107,000 total(indirect: By LLC) - Other
Common Stock
2020-09-29−10,000→ 2,097,000 total(indirect: By LLC) - Other
Common Stock
2020-09-29−20,000→ 2,077,000 total(indirect: By LLC) - Other
Common Stock
2020-09-29−14,000→ 2,043,000 total(indirect: By LLC) - Other
Common Stock
2020-09-29−2,000→ 2,039,000 total(indirect: By LLC) - Other
Common Stock
2020-09-29−1,500→ 2,037,500 total(indirect: By LLC) - Other
Common Stock
2020-09-29−1,000→ 2,019,500 total(indirect: By LLC) - Other
Common Stock
2020-09-29−13,000→ 2,005,000 total(indirect: By LLC) - Other
Common Stock
2020-09-29−1,000→ 2,004,000 total(indirect: By LLC) - Other
Common Stock
2020-09-29−1,000→ 2,003,000 total(indirect: By LLC) - Other
Common Stock
2020-09-29−1,000→ 1,999,500 total(indirect: By LLC) - Other
Common Stock
2020-09-29−1,500→ 1,998,000 total(indirect: By LLC) - Other
Common Stock
2020-09-29−1,000→ 1,997,000 total(indirect: By LLC) - Other
Common Stock
2020-09-29−50,000→ 1,947,000 total(indirect: By LLC) - Disposition to Issuer
Common Stock
2020-09-29−3,519,128→ 2,507,000 total(indirect: By LLC) - Other
Common Stock
2020-09-29−1,500→ 2,018,000 total(indirect: By LLC) - Other
Common Stock
2020-09-29−75,200→ 2,165,800 total(indirect: By LLC) - Other
Common Stock
2020-09-29−20,000→ 2,057,000 total(indirect: By LLC) - Other
Common Stock
2020-09-29−2,000→ 2,041,000 total(indirect: By LLC) - Other
Common Stock
2020-09-29−17,000→ 2,020,500 total(indirect: By LLC) - Other
Common Stock
2020-09-29−1,000→ 2,002,000 total(indirect: By LLC) - Other
Common Stock
2020-09-29−500→ 2,001,500 total(indirect: By LLC) - Award
Common Stock
2020-09-29$10.00/sh+10,000$100,000→ 10,000 total
Footnotes (10)
- [F1]On September 29, 2020, concurrent with the closing of the Business Combination on such date between Graf Industrial Corp. and Velodyne Lidar, Inc. as described in Graf Industrial Corp.'s definitive proxy statement on Schedule 14A (the "Proxy Statement") filed by Graf Industrial Corp. with the SEC on September 14, 2020 (the "Business Combination"), Graf Acquisition LLC forfeited 3,519,128 shares of common stock.
- [F10]The Warrants will expire five years after the completion of the Issuer's initial business combination or earlier upon redemption or liquidation as described under the heading "Description of Securities - Redeemable Warrants - Public Stockholders' Warrants" in the Registration Statement.
- [F2]James A. Graf and OC Opportunities Fund II, L.P. share voting and dispositive power over the securities held by Graf Acquisition LLC. Owl Creek Advisors, LLC serves as the general partner of, and has the power to direct the affairs of, OC Opportunities Fund II, L.P. Owl Creek Asset Management, L.P. serves as the investment manager to, and has the power to direct the investment activities of, OC Opportunities Fund II, L.P. Jeffrey A. Altman is the managing member of Owl Creek Advisors, LLC and the managing member of the general partner of Owl Creek Asset Management, L.P. Mr. Graf may be deemed to have beneficial ownership of the common stock held directly by Graf Acquisition LLC. Mr. Graf disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
- [F3]On September 29, 2020, concurrent with the closing of the Business Combination, Graf Acquisition LLC transferred an aggregate of 400,000 shares of common stock to entities affiliated with Magnetar Financial LLC in connection with certain actions taken in connection with the Business Combination.
- [F4]On September 29, 2020, concurrent with the closing of and in connection with the Business Combination, Graf Acquisition LLC transferred 10,000 shares of common stock to Patrick Marshall as payment for various services rendered by him relating to Graf Acquisition LLC's investment in the Company.
- [F5]On September 29, 2020, concurrent with the closing of and in connection with the Business Combination, Graf Acquisition LLC transferred an aggregate of 150,000 shares of common stock to entities and individuals affiliated with EarlyBirdCapital, Inc. as payment for advisory services rendered by EarlyBirdCapital, Inc. in connection with the Business Combination, as described in the Proxy Statement.
- [F6]Represents shares of common stock purchased pursuant to a Subscription Agreement, dated as of July 2, 2020, executed in connection with the Business Combination between Graf Industrial Corp. and Velodyne Lidar, Inc. as described in Graf Industrial Corp.'s definitive proxy statement on Schedule 14A filed by Graf Industrial Corp. with the SEC on September 14, 2020.
- [F7]Each whole public warrant (the "Warrants") is exercisable to purchase one-half of one share, or three-quarters of one share, of the Issuer's common stock at $11.50 per whole share, subject to adjustment as described under the heading "Description of Securities - Redeemable Warrants - Public Stockholders' Warrants" in the Issuer's Registration Statement on Form S-1 (File No. 333-227396) (the "Registration Statement").
- [F8]The Warrants become exercisable beginning 30 days after the completion of the Issuer's initial business combination as described under the heading "Description of Securities - Redeemable Warrants - Public Stockholders' Warrants" in the Registration Statement.
- [F9]The Warrants, which were initially acquired at various prices in the open market, are reported as purchased for purposes of Section 16 of the Exchange Act concurrent with the closing of the Business Combination, because they did not become derivative securities until such date based on the terms of their exercisability.