4//SEC Filing
Gopalan Anand 4
Accession 0001104659-21-080379
CIK 0001745317other
Filed
Jun 10, 8:00 PM ET
Accepted
Jun 11, 8:52 PM ET
Size
13.4 KB
Accession
0001104659-21-080379
Insider Transaction Report
Form 4
Gopalan Anand
DirectorPresident and CEO
Transactions
- Exercise/Conversion
Common Stock
2021-06-09+22,951→ 395,316 total - Exercise/Conversion
Restricted Stock Unit
2021-06-09−13,771→ 96,397 total→ Common Stock (13,771 underlying) - Sale
Common Stock
2021-06-10$11.38/sh−11,533$131,292→ 383,783 total - Exercise/Conversion
Restricted Stock Unit
2021-06-09−9,180→ 73,447 total→ Common Stock (9,180 underlying)
Footnotes (5)
- [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 June 9, 2021.
- [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 Issuer's election under its equity incentive plans 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]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.
- [F4]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.
- [F5]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.
Documents
Issuer
Velodyne Lidar, Inc.
CIK 0001745317
Entity typeother
Related Parties
1- filerCIK 0001827155
Filing Metadata
- Form type
- 4
- Filed
- Jun 10, 8:00 PM ET
- Accepted
- Jun 11, 8:52 PM ET
- Size
- 13.4 KB