SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Hall David S.

(Last)

(First)

(Middle)

40 NORTH HILL COURT

(Street)

OAKLAND

94618

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Velodyne Lidar, Inc. [ VLDR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/09/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								59,244,378	D
Common Stock⁽¹⁾	06/09/2021		M		6,426⁽¹⁾	A	$0.00	5,462,202	I	By Wife
Common Stock⁽²⁾	06/10/2021		M		4,438⁽²⁾	A	$0.00	5,458,971	I	By Wife
Common Stock	06/10/2021		S		3,231	D	$11.38	5,463,409	I	By Wife

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit	⁽¹⁾	06/09/2021		M			6,426	⁽¹⁾	⁽¹⁾	Common Stock	6,426	$0.00	44,986	I	By wife
Restricted Stock Unit	⁽²⁾	06/10/2021		A		4,438		⁽²⁾	⁽²⁾	Common Stock	4,438	$0.00	4,438	I	By wife
Restricted Stock Unit	⁽²⁾	06/10/2021		M			4,438	⁽²⁾	⁽²⁾	Common Stock	4,438	$0.00	0	I	By wife
Restricted Stock Unit	⁽³⁾	06/10/2021		A		14,463		⁽³⁾	⁽³⁾	Common Stock	14,463	$0.00	14,463	I	By wife

Explanation of Responses:

1. The Reporting Person's wife, Marta Thoma Hall, was granted 102,823 Restricted Stock Units ("RSUs") on September 29, 2020; each RSU represents a right to receive one share of Common Stock for each RSU. 25% of these RSUs were immediately exercisable. The 6,426 RSUs disposed of (and acquired as shares of Common Stock) which are reported in this Form 4 represent an additional 6.25% of the total grant which became exercisable and were released on June 9, 2021. 6.25% of the remaining RSUs in this grant continue to vest each three (3) months of continuous service.

2. The Reporting Person's wife, Marta Thoma Hall, was granted 4,438 RSUs that were fully vested and released on the date of grant. Ms. Hall acquired and disposed of the RSUs on the same day. The acquisition and disposal are reported in Table II. The acquisition of the 4,438 shares of Common Stock underlying the RSUs is reported in Table 1.

3. The Reporting Person's wife, Marta Thoma Hall, was granted 14,463 RSUs that will fully vest on June 10, 2022, or on the next Annual Stockholder Meeting of the Issuer, whichever is earlier.

Remarks:

	/s/ David S. Hall	06/25/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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