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*
Dee Michael E

(Last) (First) (Middle)
C/O VELODYNE LIDAR, INC., 5521
HELLYER AVENUE

(Street)
SAN JOSE CA 95138

(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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/29/2020
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)
Code V Amount (A) or (D) Price
Common Stock 09/29/2020 A 120,000(1) A $10 120,000 I By Spar City Capital LLC(2)
Common Stock 50,018 D
Common Stock 300 I By Trust(3)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Represents shares of common stock purchased pursuant to a Subscription Agreement, dated as of July 2, 2020, executed in connection with the Business Combination between Graf Industrial Corp. and Velodyne Lidar, Inc. as described in Graf Industrial Corp.'s definitive proxy statement on Schedule 14A filed by Graf Industrial Corp. with the SEC on September 14, 2020.
2. Voting and investment power over the shares held by Spar City Capital LLC resides with Mr. Dee as its President and Chief Financial Officer. Mr. Dee disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
3. Owned by a trust of which one of Mr. Dee's children is the beneficiary and for which Mr. Dee serves as trustee. Mr. Dee disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
Remarks:
In connection with the Business Combination between Graf Industrial Corp. and Velodyne Lidar, Inc. as described in Graf Industrial Corp.'s definitive proxy statement on Schedule 14A filed by Graf Industrial Corp. with the SEC on September 14, 2020, Michael Dee has resigned as an Officer and remained as a Director.
/s/ Karen Skelton, Attorney-in-Fact 10/01/2020
** 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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Exhibit 24

 

POWER OF ATTORNEY

 

The undersigned, as a Section 16 reporting person of Velodyne Lidar, Inc., a Delaware corporation (the “Company”), hereby constitutes and appoints each of the persons listed on Exhibit A attached hereto, the undersigned’s true and lawful attorney-in-fact to:

 

(1)       complete and execute Form ID, “Update Passphrase Confirmation” form and Forms 3, 4 and 5 and other forms and all amendments thereto as such attorney-in-fact shall in his or her discretion determined to be required or advisable pursuant to Section 16 of the Securities Exchange Act of 1934 (as amended) and the rules and regulations promulgated thereunder, or any successor laws and regulations, as a consequence of the undersigned’s ownership, acquisition or disposition of securities of the Company; and

 

(2)       do all acts necessary in order to file such forms with the Securities and Exchange Commission, any securities exchange or national association, the Company and such other person or agency as the attorney-in-fact shall deem appropriate.

 

The undersigned hereby ratifies and confirms all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with the Securities Exchange Act of 1934 (as amended).

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 25 day of September, 2020.

 

 

 

  /s/ Michael Dee  
  Michael Dee  

 

 

 

 

 

 

 

EXHIBIT A

 

Michael Vella

Karen Skelton

Andrew Hamer

Michelle Esau