4//SEC Filing
Frykman Sally 4
Accession 0001628280-22-016896
CIK 0001745317other
Filed
Jun 9, 8:00 PM ET
Accepted
Jun 10, 6:40 PM ET
Size
17.4 KB
Accession
0001628280-22-016896
Insider Transaction Report
Form 4
Frykman Sally
Chief Communications Officer
Transactions
- Exercise/Conversion
Restricted Stock Unit
2022-06-08+2,165→ 23,811 total→ Common Stock (25,976 underlying) - Sale
Common Stock
2022-06-09$1.56/sh−1,597$2,491→ 437,779 total - Exercise/Conversion
Restricted Stock Unit
2022-06-08+918→ 1,837 total→ Common Stock (2,755 underlying) - Exercise/Conversion
Restricted Stock Unit
2022-06-08+1,102→ 3,305 total→ Common Stock (4,407 underlying) - Sale
Common Stock
2022-06-09$1.56/sh−1,560$2,434→ 439,376 total - Exercise/Conversion
Common Stock
2022-06-08+4,185→ 440,936 total
Footnotes (7)
- [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 June 8, 2022.
- [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 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.
- [F3]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 restricted stock awards. 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.
- [F4]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.
- [F5]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 requriement 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 continous service through the one-year anniversary of November 26, 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.
- [F6]The RSUs were received for six thousand (6,000) 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 requriement 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 continous service through the one-year anniversary of February 22, 2019 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 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 February 28, 2021, provided the Reporting Person remains in continuous service through 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 0001830091
Filing Metadata
- Form type
- 4
- Filed
- Jun 9, 8:00 PM ET
- Accepted
- Jun 10, 6:40 PM ET
- Size
- 17.4 KB