Frykman Sally 4
4 · Velodyne Lidar, Inc. · Filed Apr 15, 2022
Insider Transaction Report
Form 4
Frykman Sally
Chief Communications Officer
Transactions
- Exercise/Conversion
Common Stock
2022-04-13+3,117→ 49,310 total - Award
Common Stock
2022-04-13+68,569→ 117,879 total - Exercise/Conversion
Restricted Stock Unit
2022-04-13−1,439→ 11,509 total→ Common Stock (12,948 underlying) - Award
Common Stock
2022-04-13+319,986→ 437,865 total - Sale
Common Stock
2022-04-13$2.13/sh−1,114$2,373→ 436,751 total - Exercise/Conversion
Restricted Stock Unit
2022-04-13−918→ 1,837 total→ Common Stock (2,755 underlying) - Exercise/Conversion
Restricted Stock Unit
2022-04-13−398→ 3,180 total→ Common Stock (3,578 underlying) - Exercise/Conversion
Restricted Stock Unit
2022-04-13−362→ 3,981 total→ Common Stock (4,343 underlying)
Footnotes (9)
- [F1]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 shares were issued pursuant to vested RSUs released on April 13, 2022.
- [F2]Represents shares of restricted stock that will vest and become non-forfeitable subject to the Reporting Persons continuous service, whereby six-and-one-quarter percent (6.25%) of the shares will vest if the Reporting Person remains in continuous service through May 28, 2022, and an additional six-and-one-quarter percent (6.25%) of the shares will vest if the Reporting Person remains in continuous service for each successive three (3) month period thereafter.
- [F3]Represents the maximum number of shares of restricted stock that will vest and become non-forfeitable if certain performance goals are satisfied and the Reporting Person remains in continuous service through the applicable vesting dates, whereby, if the maximum goals are achieved, 1/3 of the shares will vest if the Reporting Person remains in service through February 28, 2023 (or, if later, the date the performance goals are certified) the remaining shares will vest in two equal installments if the Reporting Person remains in continuous service through February 28, 2024 and February 28, 2025.
- [F4]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 Reporting Person's award agreement 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.
- [F5]The Reporting Person received RSUs 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 New Velodyne in exchange for RSUs in Velodyne Lidar USA, Inc.
- [F6]The RSUs were received for five thousand (5,000) RSUs in Velodyne Lidar USA, Inc. 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 (1) 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, as applicable, was satisfied with respect to twenty-five percent (25%) of the RSUs when the Reporting Person remains or, as applicable, remained in continuous service through the one-year anniversary of September 29, 2018 and with respect to six-and-one-quarter percent (6.25%) of the RSUs when the Reporting Person completes or, as applicable, completed each three (3) months of continuous service thereafter.
- [F7]The RSUs were received in exchange for two thousand one hundred sixty- five (2,165) RSUs in Velodyne Lidar USA, Inc. 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 (1) 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, as applicable, was satisfied with respect to twenty-five percent (25%) of the RSUs when the Reporting Person remains or, as applicable, remained in continuous service through the one-year anniversary of March 11, 2020 and with respect to six-and-one-quarter percent (6.25%) of the RSUswhen the Reporting Person completes or, as applicable, completed each three (3) months of continuous service thereafter.
- [F8]The RSUs were received in exchange for seven thousand eight hundred thirty-five (7,835) RSUs in Velodyne Lidar USA, Inc. 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 (1) 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, as applicable, was satisfied with respect to twenty-five percent (25%) of the RSUs when the Reporting Person remains or, as applicable, remained in continuous service through the one-year anniversary of March 11, 2020 and with respect to six-and-one-quarter percent (6.25%) of the RSUs when the Reporting Person completes or, as applicable, completed each three (3) months of continuous service thereafter.
- [F9]The Reporting Person was granted RSUs which represent a contingent right to receive one (1) share of Common Stock for each RSU. The RSU shall vest with respect to twenty-five percent (25%) of the RSUs on each Company quarterly vesting dates after January 25, 2021, provided the Reporting Person remains in continuous service through on each vesting date. Quarterly vesting dates are March 31, June 30, September 30 and December 31.