Sec Form 4 Filing - Graf Acquisition LLC @ Velodyne Lidar, Inc. - 2020-09-29

Insider filing report for Changes in Beneficial Ownership
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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
Graf Acquisition LLC
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)
C/O VELODYNE LIDAR, INC., 5521 HELLYER AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
09/29/2020
(Street)
SAN JOSE, CA95138
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 09/29/2020 J( 1 ) 3,519,128 D 2,507,000 D ( 2 ) ( 3 )
Common Stock 09/29/2020 J( 4 ) 266,000 D 2,241,000 D ( 2 ) ( 3 )
Common Stock 09/29/2020 J( 4 ) 75,200 D 2,165,800 D ( 2 ) ( 3 )
Common Stock 09/29/2020 J( 4 ) 58,800 D 2,107,000 D ( 2 ) ( 3 )
Common Stock 09/29/2020 J( 5 ) 10,000 D 2,097,000 D ( 2 ) ( 3 )
Common Stock 09/29/2020 J( 6 ) 20,000 D 2,077,000 D ( 2 ) ( 3 )
Common Stock 09/29/2020 J( 6 ) 20,000 D 2,057,000 D ( 2 ) ( 3 )
Common Stock 09/29/2020 J( 6 ) 14,000 D 2,043,000 D ( 2 ) ( 3 )
Common Stock 09/29/2020 J( 6 ) 2,000 D 2,041,000 D ( 2 ) ( 3 )
Common Stock 09/29/2020 J( 6 ) 2,000 D 2,039,000 D ( 2 ) ( 3 )
Common Stock 09/29/2020 J( 6 ) 1,500 D 2,037,500 D ( 2 ) ( 3 )
Common Stock 09/29/2020 J( 6 ) 17,000 D 2,020,500 D ( 2 ) ( 3 )
Common Stock 09/29/2020 J( 6 ) 1,000 D 2,019,500 D ( 2 ) ( 3 )
Common Stock 09/29/2020 J( 6 ) 1,500 D 2,018,000 D ( 2 ) ( 3 )
Common Stock 09/29/2020 J( 6 ) 13,000 D 2,005,000 D ( 2 ) ( 3 )
Common Stock 09/29/2020 J( 6 ) 1,000 D 2,004,000 D ( 2 ) ( 3 )
Common Stock 09/29/2020 J( 6 ) 1,000 D 2,003,000 D ( 2 ) ( 3 )
Common Stock 09/29/2020 J( 6 ) 1,000 D 2,002,000 D ( 2 ) ( 3 )
Common Stock 09/29/2020 J( 6 ) 500 D 2,001,500 D ( 2 ) ( 3 )
Common Stock 09/29/2020 J( 6 ) 1,000 D 2,000,500 D ( 2 ) ( 3 )
Common Stock 09/29/2020 J( 6 ) 1,000 D 1,999,500 D ( 2 ) ( 3 )
Common Stock 09/29/2020 J( 6 ) 1,500 D 1,998,000 D ( 2 ) ( 3 )
Common Stock 09/29/2020 J( 6 ) 1,000 D 1,997,000 D ( 2 ) ( 3 )
Common Stock 09/29/2020 J( 6 ) 50,000 D 1,947,000 D ( 2 ) ( 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 (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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Graf Acquisition LLC
C/O VELODYNE LIDAR, INC.
5521 HELLYER AVENUE
SAN JOSE, CA95138
X
Graf James A
C/O VELODYNE LIDAR, INC.
5521 HELLYER AVENUE
SAN JOSE, CA95138
X
OC Opportunities Fund II, L.P.
C/O OWL CREEK ADVISORS, LLC
640 FIFTH AVENUE, 20TH FLOOR
NEW YORK, NY10019
X
Owl Creek Asset Management, L.P.
640 FIFTH AVENUE
20TH FLOOR
NEW YORK, NY10019
X
OWL CREEK ADVISORS, LLC
640 FIFTH AVENUE
20TH FLOOR
NEW YORK, NY10019
X
ALTMAN JEFFREY A
640 FIFTH AVENUE
20TH FLOOR
NEW YORK, NY10019
X
Signatures
/s/ Joel Rubinstein, Attorney-in-Fact for Graf Acquisition LLC 10/01/2020
Signature of Reporting Person Date
/s/ Karen Skelton, Attorney-in-Fact for James A. Graf 10/01/2020
Signature of Reporting Person Date
/s/ Reuben Kopel for OC Opportunities Fund II, L.P. 10/01/2020
Signature of Reporting Person Date
/s/ Reuben Kopel for Owl Creek Asset Management, L.P. 10/01/2020
Signature of Reporting Person Date
/s/ Reuben Kopel for Owl Creek Advisors, LLC 10/01/2020
Signature of Reporting Person Date
/s/ Jeffrey A. Altman 10/01/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On September 29, 2020, 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 (the "Proxy Statement") filed by Graf Industrial Corp. with the SEC on September 14, 2020 (the "Business Combination"), Graf Acquisition LLC forfeited 3,519,128 shares of common stock.
( 2 )The transferred securities were held directly by Graf Acquisition LLC. James A. Graf and OC Opportunities Fund II, L.P. share voting and dispositive power over the securities held by Graf Acquisition LLC. James Graf and OC Opportunities Fund II, L.P disclaim beneficial ownership over any securities owned by Graf Acquisition LLC other than to the extent of any pecuniary interest he or it may have therein, directly or indirectly.
( 3 )Owl Creek Advisors, LLC ("Owl Creek Advisors") serves as the general partner of, and has the power to direct the affairs of, OC Opportunities Fund II, L.P. Owl Creek Asset Management, L.P. (the "Investment Manager") serves as the investment manager to, and has the power to direct the investment activities of, OC Opportunities Fund II, L.P. Jeffrey A. Altman is the managing member of Owl Creek Advisors and the managing member of the general partner of the Investment Manager. Each of the reporting persons disclaims beneficial ownership of the securities to which this Form 4 relates for purposes of Section 16 of the Securities and Exchange Act of 1934, as amended, except as to such extent of the reporting person's pecuniary interest in the securities.
( 4 )On September 29, 2020, Graf Acquisition LLC transferred an aggregate of 400,000 shares of common stock to entities affiliated with Magnetar Financial LLC in connection with certain actions taken in connection with the Business Combination.
( 5 )On September 29, 2020, in connection with the Business Combination, Graf Acquisition LLC transferred 10,000 shares of common stock to Patrick Marshall as payment for various services rendered by him relating to Graf Acquisition LLC's investment in the Company.
( 6 )On September 29, 2020, in connection with the Business Combination, Graf Acquisition LLC transferred an aggregate of 150,000 shares of common stock to entities and individuals affiliated with EarlyBirdCapital, Inc. as payment for advisory services rendered by EarlyBirdCapital, Inc. in connection with the Business Combination, as described in the Proxy Statement.

Remarks:
See Exhibit 99.1 - Joint Filer Information, which is incorporated herein by reference and describes in further detail the relationships of James Graf, OC Opportunities Fund II, L.P., Owl Creek Asset Management, L.P., Owl Creek Advisors, LLC and Jeffrey A. Altman to the Issuer.

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