4//SEC Filing
Tarman Laura 4
Accession 0001628280-22-032115
CIK 0001745317other
Filed
Dec 15, 7:00 PM ET
Accepted
Dec 16, 4:41 PM ET
Size
15.3 KB
Accession
0001628280-22-032115
Insider Transaction Report
Form 4
Tarman Laura
Vice-President of Sales
Transactions
- Exercise/Conversion
Common Stock
2022-12-14+1,377→ 521,358 total - Sale
Common Stock
2022-12-15$0.97/sh−527$511→ 520,831 total - Exercise/Conversion
Restricted Stock Unit
2022-12-14−459→ 2,754 total→ Common Stock (459 underlying) - Sale
Common Stock
2022-12-15$0.97/sh−2,001$1,941→ 518,830 total - Exercise/Conversion
Restricted Stock Unit
2022-12-14−918→ 919 total→ Common Stock (918 underlying)
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 December 14, 2022.
- [F2]Includes 1470 shares acquired under the VLDR 2020 Employee Stock Purchase Plan on November 30, 2022. This transaction is exempt pursuant to Rule 16b-3(c).
- [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 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.
- [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 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.
- [F5]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 (the "RSUs") in exchange for restricted stock units in Velodyne Lidar USA, Inc.
- [F6]The RSUs were received in exchange for 5,000 restricted stock units 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 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 25% of the RSUs when the Reporting Person remains or, as applicable, remained in continuous service through the one-year anniversary of February 11, 2019 and with respect to 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 2,500 restricted stock units 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 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 25% of the RSUs when the Reporting Person remains or, as applicable, remained in continuous service through the one-year anniversary of May 8, 2020 and with respect to 6.25% of the RSUs when the Reporting Person completes or, as applicable, completed each three (3) months of continuous service thereafter.
Documents
Issuer
Velodyne Lidar, Inc.
CIK 0001745317
Entity typeother
Related Parties
1- filerCIK 0001834251
Filing Metadata
- Form type
- 4
- Filed
- Dec 15, 7:00 PM ET
- Accepted
- Dec 16, 4:41 PM ET
- Size
- 15.3 KB