Sec Form 13D Filing - Hall David S. filing for Velodyne Lidar Inc. (VLDR) - 2021-06-15

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

  NAME OF REPORTING PERSON

  DAVID S. HALL

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS

  OO

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  USA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  97,895,571 ⁽¹⁾

  SHARED VOTING POWER

  0

  SOLE DISPOSITIVE POWER

  59,244,378

  SHARED DISPOSITIVE POWER

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  97,895,571 ⁽¹⁾

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  51.6% ⁽²⁾

  TYPE OF REPORTING PERSON

  IN

Consists of (i) 59,244,378 Shares held directly by Mr. Hall and (ii) 38,651,193 Shares (consisting of outstanding Shares and Shares issuable pursuant to restricted stock units that vest within 60 days of the date hereof based on publicly available information, including the Issuer’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on May 17, 2021 (“Proxy Statement”)) held by other stockholders over which, except under limited circumstances, Mr. Hall holds an irrevocable voting proxy.

Percentage calculated based on 189,685,456 Shares outstanding on May 5, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 17, 2021.

  NAME OF REPORTING PERSON

  MARTA THOMA HALL

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS

  OO

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  USA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  -0-

  SHARED VOTING POWER

  -0-

  SOLE DISPOSITIVE POWER

  5,463,409 ⁽¹⁾

  SHARED DISPOSITIVE POWER

  -0-

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  5,463,409 ⁽¹⁾

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  2.9% ⁽²⁾

  TYPE OF REPORTING PERSON

  IN

Mr. Hall holds a voting proxy over all such Shares.

Percentage calculated based on 189,685,456 Shares outstanding on May 5, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 17, 2021.

  NAME OF REPORTING PERSON

  ERIC SINGER

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  USA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  -0-

  SHARED VOTING POWER

  -0-

  SOLE DISPOSITIVE POWER

  -0-

  SHARED DISPOSITIVE POWER

  -0-

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  -0-

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  0%

  TYPE OF REPORTING PERSON

  IN

Identity and Background.

Source and Amount of Funds or Other Consideration.

Purpose of Transaction.

Interest in Securities of the Issuer.

Mr. Hall

As of the date hereof, Mr. Hall beneficially owned 97,895,571 Shares, consisting of (i) 59,244,378 Shares held directly by Mr. Hall and (ii) 38,651,193 Shares (consisting of outstanding Shares and Shares issuable pursuant to restricted stock units that vest within 60 days of the date hereof based on publicly available information, including the Issuer’s Proxy Statement) held by other stockholders over which, except under limited circumstances, Mr. Hall holds an irrevocable voting proxy.

1. Sole power to vote or direct vote: 97,895,571

Shared power to vote or direct vote: 0

Sole power to dispose or direct the disposition: 59,244,378

Shared power to dispose or direct the disposition: 0

The transactions in the Shares by Mr. Hall during the past sixty days are set forth in Schedule A and are incorporated herein by reference.

Mrs. Hall

As of the date hereof, Mrs. Hall beneficially owned 5,463,409 Shares. Mr. Hall holds an irrevocable voting proxy over all such Shares. The Shares reported below exclude the Shares held by her spouse, Mr. Hall.

1. Sole power to vote or direct vote: 0

Shared power to vote or direct vote: 0

Sole power to dispose or direct the disposition: 5,463,409

Shared power to dispose or direct the disposition: 0

The transactions in the Shares by Mrs. Hall during the past sixty days are set forth in Schedule A and are incorporated herein by reference.

Mr. Singer

As of the date hereof, Mr. Singer does not beneficially own any Shares.

1. Sole power to vote or direct vote: 0

Shared power to vote or direct vote: 0

Sole power to dispose or direct the disposition: 0

Shared power to dispose or direct the disposition: 0

Mr. Singer has not entered into any transactions in the Shares during the past sixty days.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Material to be Filed as Exhibits.

Nature of the Transaction

DAVID S. HALL

Sale of Common Stock

Sale of Common Stock

Sale of Common Stock

Sale of Common Stock

Sale of Common Stock

MARTA THOMA HALL

Sale of Common Stock

Sale of Common Stock

Sale of Common Stock

Sale of Common Stock

Acquisition of Common Stock

Acquisition of Common Stock

Sale of Common Stock

The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $9.110 to $9.305, inclusive.

The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $9.510 to $10.275, inclusive.

The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $9.72 to $10.29, inclusive.

The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.00 to $10.155, inclusive.

The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $9.71 to $10.665, inclusive.

The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.97 to $9.61, inclusive.

The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $9.63 to $9.765, inclusive.

The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $9.50 to $9.61, inclusive.

The shares were issued pursuant to vested RSUs released on June 9, 2021.

The sales represents shares required to be sold to cover tax withholding obligations in connection with the previously reported vesting and settlement of RSUs.