Sec Form 4 Filing - Hall David S. @ Velodyne Lidar, Inc. - 2021-06-09

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Hall David S. 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) (Last) (First) (Middle) 40 NORTH HILL COURT 3. Date of Earliest Transaction (MM/DD/YY) 06/09/2021 (Street) OAKLAND, CA94618 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 59,244,378 D Common Stock ( 1 ) 06/09/2021 M 6,426 ( 1 ) A $ 0 5,462,202 I By Wife Common Stock ( 2 ) 06/10/2021 M 4,438 ( 2 ) A $ 0 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Restricted Stock Unit ( 1 ) 06/09/2021 M 6,426 ( 1 ) ( 1 ) Common Stock 6,426 $ 0 44,986 I By wife Restricted Stock Unit ( 2 ) 06/10/2021 A 4,438 ( 2 ) ( 2 ) Common Stock 4,438 $ 0 4,438 I By wife Restricted Stock Unit ( 2 ) 06/10/2021 M 4,438 ( 2 ) ( 2 ) Common Stock 4,438 $ 0 0 I By wife Restricted Stock Unit ( 3 ) 06/10/2021 A 14,463 ( 3 ) ( 3 ) Common Stock 14,463 $ 0 14,463 I By wife

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Hall David S. 40 NORTH HILL COURT OAKLAND, CA94618 X Signatures /s/ David S. Hall 06/25/2021 Signature of Reporting Person Date

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.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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