Rekow Mathew's Form 4/A amendment
AmendedVelodyne Lidar, Inc. (VLDR) · filed Mar 14, 2022
- Accession no.
- 0001628280-22-006108
- Filed
- Mar 14, 2022
- Trade date
- Mar 9-10, 2022
- Filing delay
- 5 days
- Rule 10b5-1 plan
- Not on the form (before 2023)
- Original filed
- Mar 11, 2022
This filing lists 3 non-derivative transactions and 2 derivative transactions. Open-market sales total $43.9K. It was filed 5 days after the trade.
This amendment replaces 0001628280-22-005961 (filed Mar 11, 2022).
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| Rekow MathewCIK 0001825551 | Officer (Chief Technology Officer) |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Mar 9, 2022 | Common Stock | MOption exerciseAcquired | +7,569 | –F1 | – | 62,130 | Direct | |
| Mar 10, 2022 | Common Stock | SSaleDisposed | −4,945 | $2.06 | −$10,186.7 | 57,185 | Direct | |
| Mar 10, 2022 | Common Stock | SSaleDisposed | −16,367 | $2.06F5 | −$33,716.02 | 40,818 | Direct |
Derivative securities (Table II)
Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.
| Trade date | Security | Transaction | Underlying shares | Unit price | Value | Held after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Mar 9, 2022 | Common Stock | MOption exerciseDisposed | −13,772 | $0.00 | $0 | 11,017 | Direct | |
| Mar 9, 2022 | Common Stock | MOption exerciseDisposed | −62,580 | $0.00 | $0 | 57,766 | Direct |
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- 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 March 9, 2022.
Referenced by the price of 1 transaction in Table I.
- 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
This transaction was effected pursuant to a Rule 10b5-1 plan adopted by the reporting person on November 9, 2021.
- F4
The Reporting Person is filing this amendment to reflect the disposition, rather than acquisition, of the shares on this line.
- F5
The price represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $2.045 to $2.09. The Reporting Person has provided to the Issuer, and undertakes to provide to the staff of the Securities and Exchange Commission or any security holder of the Issuer, upon request, full information regarding the number of shares sold at each separate price within the range.
Referenced by the price of 1 transaction in Table I.
- F6
The Reporting Person received RSUs were received 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.
- F7
The RSUs were received in exchange for Fifteen Thousand (15,000) 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 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.
- F8
The Reporting Person was granted RSUs which represents a contingent right to receive one (1) share of Common Stock for each RSU. The RSU shall vest with respect to six-and-one-quarter percent (6.25%) of the RSUs on each company quarterly vesting dates after February 28, 2021, provided the Reporting Person remains in continuous service on each vesting date. Quarterly vesting dates are February 28, May 28, August 28 and November 28.