4//SEC Filing
Gopalan Anand 4
Accession 0001104659-21-074469
CIK 0001745317other
Filed
May 27, 8:00 PM ET
Accepted
May 28, 9:11 PM ET
Size
30.2 KB
Accession
0001104659-21-074469
Insider Transaction Report
Form 4
Gopalan Anand
DirectorPresident and CEO
Transactions
- Exercise/Conversion
Restricted Stock Unit
2021-05-26−4,591→ 27,542 total→ Common Stock (32,133 underlying) - Exercise/Conversion
Restricted Stock Unit
2021-05-26−9,180→ 73,446 total→ Common Stock (82,626 underlying) - Exercise/Conversion
Restricted Stock Unit (Promotion)
2021-05-26−55,084→ 257,089 total→ Common Stock (312,173 underlying) - Exercise/Conversion
Common Stock
2021-05-26+147,478→ 452,475 total - Exercise/Conversion
Restricted Stock Unit
2021-05-26−13,771→ 96,397 total→ Common Stock (110,168 underlying) - Exercise/Conversion
Restricted Stock Unit
2021-05-26−9,181→ 41,313 total→ Common Stock (50,494 underlying) - Exercise/Conversion
Restricted Stock Unit
2021-05-26−55,671→ 0 total→ Common Stock (55,671 underlying)
Footnotes (8)
- [F1]The Reporting Person was granted restricted stock units ("RSUs") which represent a contingent right to receive one share of Common Stock for each RSU. The shares were issued pursuant to vested RSUs released on May 26, 2021.
- [F2]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 exchange for restricted stock units in Velodyne Lidar USA, Inc.
- [F3]The RSUs were received 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 was deemed satisfied by the Board of Directors of New Velodyne in October 2020 and the service-based requirement will be or was satisfied with respect to 25% of the RSUs when the Reporting Person remained in continuous service through the one-year anniversary of September 29, 2018 and with respect to 6.25% of the RSUs when the Reporting Person completes or completed each three (3) months of continuous service thereafter. The service-based requirement is also subject to acceleration in the event the Reporting Person is subject to a qualifying involuntary termination of employment in connection with the sale of New Velodyne.
- [F4]The RSUs were received 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 was deemed satisfied by the Board of Directors of New Velodyne in October 2020 and the service-based requirement will be or was satisfied with respect to 25% of the RSUs when the Reporting Person remained in continuous service through the one-year anniversary of November 26, 2018 and with respect to 6.25% of the RSUs when the Reporting Person completes or completed each three (3) months of continuous service thereafter. The service-based requirement is also subject to acceleration in the event the Reporting Person is subject to a qualifying involuntary termination of employment in connection with the sale of New Velodyne.
- [F5]The RSUs were received 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 was deemed satisfied by the Board of Directors of New Velodyne in October 2020 and the service-based requirement will be satisfied with respect to 25% of the RSUs when the Reporting Person remains in continuous service through the one-year anniversary of February 22, 2019 and with respect to 6.25% of the RSUs when the Reporting Person completes each three (3) months of continuous service thereafter. The service-based requirement is also subject to acceleration in the event the Reporting Person is subject to a qualifying involuntary termination of employment in connection with the sale of New Velodyne.
- [F6]The RSUs were received 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 was deemed satisfied by the Board of Directors of New Velodyne in October 2020 and the service-based requirement will be satisfied with respect to 25% of the RSUs will vest on the one-year anniversary of July 8, 2019 and with respect to 6.25% of the RSUs when the Reporting Person completed each three (3) months of continuous service thereafter. The service-based requirement is also subject to acceleration in the event the Reporting Person is subject to a qualifying involuntary termination of employment in connection with the sale of New Velodyne.
- [F7]The promotion restricted stock units ("Promotion RSUs") were received in connection with the Merger. Subject to the satisfaction of both a liquidity event requirement and service-based requirement, each Promotion RSU represents the right to receive one 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 is expected to be satisfied with respect to 58.33% of the Promotion RSUs if the Reporting Person remains in continuous service through the satisfaction of the liquidity-event requirement (such date, the "Initial Vesting Date"), and in installments with respect to the remaining Promotion RSUs when the Reporting Person completes each of the next seven (7) successive three-month periods of continuous service, subject to acceleration upon a qualifying involuntary termination of employment.
- [F8]The Reporting Person was granted RSUs which represent a contingent right to receive one share of Common Stock for each RSU. The RSUs are fully vested.
Issuer
Velodyne Lidar, Inc.
CIK 0001745317
Entity typeother
Related Parties
1- filerCIK 0001827155
Filing Metadata
- Form type
- 4
- Filed
- May 27, 8:00 PM ET
- Accepted
- May 28, 9:11 PM ET
- Size
- 30.2 KB