Sec Form 4 Filing - Gopalan Anand @ Velodyne Lidar, Inc. - 2020-09-29

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 Gopalan Anand 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 X __ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) 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) __ 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

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 ) 09/29/2020 A 297,860 ( 2 ) 03/22/2024 Common Stock 297,860 $ 0 297,860 D Restricted Stock Unit ( 1 ) 09/29/2020 A 74,465 ( 3 ) 10/03/2024 Common Stock 74,465 $ 0 74,465 D Restricted Stock Unit ( 1 ) 09/29/2020 A 223,395 ( 4 ) 02/07/2025 Common Stock 223,395 $ 0 223,395 D Stock Option (right to buy) $ 6.07 09/29/2020 A 148,929 ( 5 ) 03/22/2027 Common Stock 148,929 $ 6.07 148,929 D Restricted Stock Unit ( 1 ) 09/29/2020 A 74,465 ( 6 ) 10/08/2025 Common Stock 74,465 $ 0 74,465 D Restricted Stock Unit ( 1 ) 09/29/2020 A 223,395 ( 7 ) 11/25/2025 Common Stock 223,395 $ 0 223,395 D Restricted Stock Unit ( 1 ) 09/29/2020 A 148,930 ( 8 ) 03/14/2026 Common Stock 148,930 $ 0 148,930 D Restricted Stock Unit ( 1 ) 09/29/2020 A 74,465 ( 9 ) 12/04/2026 Common Stock 74,465 $ 0 74,465 D Restricted Stock Unit (Promotion) ( 1 ) 09/29/2020 A 893,582 ( 10 ) 05/28/2027 Common Stock 893,582 $ 0 893,582 D Restricted Stock Unit (Performance) ( 1 ) 09/29/2020 A 1,116,978 ( 11 ) ( 11 ) Common Stock 1,116,978 $ 0 1,116,978 D Stock Option (right to buy) $ 5.66 09/29/2020 A 446,791 ( 12 ) 05/28/2030 Common Stock 446,791 $ 5.66 446,791 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Gopalan Anand 5521 HELLYER AVENUE SAN JOSE, CA95138 X President and CEO Signatures /s/ Karen Skelton, Attorney-in-Fact 10/01/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )In connection with the merger described in that certain Agreement and Plan of Merger, dated as of July 2, 2020 (the "Merger"), and amended on August 20, 2020, by and among Graf Industrial Corp., a Delaware corporation now known as Velodyne Lidar, Inc. ("New Velodyne"), VL Merger Sub Inc., a Delaware corporation, and Velodyne Lidar, Inc., a Delaware corporation now known as Velodyne Lidar USA, Inc., the Reporting Person received restricted stock units in New Velodyne (the "RSUs") in exchange for restricted stock units in Velodyne Lidar USA, Inc. ( 2 )The RSUs were received in exchange for 100,000 restricted stock units in Velodyne Lidar USA, Inc. in connection with the Merger. Subject to the satisfaction of both a liquidity event requirement and service-based requirement, each RSU represents the right to receive one share of common stock. The liquidity-event requirement is expected to be satisfied or deemed satisfied by the Board of Directors of New Velodyne in calendar year 2020 and the service-based requirement will be or, as applicable, was satisfied with respect to 25% of the RSUs when the Reporting Person remains or, as applicable, remained in continuous service through the one-year anniversary of June 27, 2026 and with respect to 6.25% of the RSUs when the Reporting Person c ompletes each three (3) months of continuous service thereafter, provided that the Reporting Person remains in continuous service on such date. ( 3 )The RSUs were received in exchange for 25,000 restricted stock units in Velodyne Lidar USA, Inc. in connection with the Merger. Subject to the satisfaction of both a liquidity event requirement and service-based requirement, each RSU represents the right to receive one share of common stock. The liquidity-event requirement is expected to be satisfied or deemed satisfied by the Board of Directors of New Velodyne in calendar year 2020 and the service-based requirement will be or, as applicable, was satisfied with respect to 25% of the RSUs the one-year anniversary of June 27, 2026 and with respect to 6.25% of the RSUs when the Reporting Person completes or, as applicable, completed each three (3) months of continuous service thereafter. ( 4 )The RSUs were received in exchange for 75,000 RSUs of Velodyne Lidar USA, Inc. in connection with the Merger. Subject to the satisfaction of both a liquidity event requirement and service-based requirement, each RSU represents the right to receive one share of common stock. The liquidity-event requirement is expected to be satisfied or deemed satisfied by the Board of Directors of New Velodyne in calendar year 2020 and the service-based requirement will be or, as applicable, was satisfied with respect to 25% of the RSUs when the Reporting Person remains or, as applicable, remained in continuous service through the one-year anniversary of June 27, 2026 and with respect to 6.25% of the RSUs when the Reporting Person completes or, as applicable, completed each three (3) months of continuous service thereafter. ( 5 )The Stock Option was received in exchange for an option to purchase 50,000 shares of common stock of Velodyne Lidar USA, Inc. in connection with the Merger. The Stock Option shall vest with respect to the first 25% of the Shares on the one-year anniversary of June 27, 2016 and with respect to an additional 6.25% of the Shares subject to the Stock Option when the Optionee completes each successive three-month period of continuous Service thereafter, provided, that the Reporting Person remains in continuous service on such vesting date. The Shares subject to the Stock Option are now fully vested. ( 6 )The RSUs were received in exchange for 25,000 restricted stock units in Velodyne Lidar USA, Inc. in connection with the Merger. Subject to the satisfaction of both a liquidity event requirement and service-based requirement, each RSU represents the right to receive one share of common stock. The liquidity-event requirement is expected to be satisfied or deemed satisfied by the Board of Directors of New Velodyne in calendar year 2020 and the service-based requirement will be or was satisfied with respect to 25% of the RSUs when the Reporting Person remained in continuous service through the one-year anniversary of September 29, 2018 and with respect to 6.25% of the RSUs when the Reporting Person completes or completed each three (3) months of continuous service thereafter. The service-based requirement is also subject to acceleration in the event the Reporting Person is subject to a qualifying involuntary termination of employment in connection with the sale of New Velodyne. ( 7 )The RSUs were received in exchange for 75,000 restricted stock units in Velodyne Lidar USA, Inc. in connection with the Merger. Subject to the satisfaction of both a liquidity event requirement and service-based requirement, each RSU represents the right to receive one share of common stock. The liquidity-event requirement is expected to be satisfied or deemed satisfied by the Board of Directors of New Velodyne in calendar year 2020 and the service-based requirement will be or was satisfied with respect to 25% of the RSUs when the Reporting Person remained in continuous service through the one-year anniversary of November 26, 2018 and with respect to 6.25% of the RSUs when the Reporting Person completes or completed each three (3) months of continuous service thereafter. The service-based requirement is also subject to acceleration in the event the Reporting Person is subject to a qualifying involuntary termination of employment in connection with the sale of New Velodyne. ( 8 )The RSUs were received in exchange for 50,000 restricted stock units in Velodyne Lidar USA, Inc. in connection with the Merger. Subject to the satisfaction of both a liquidity event requirement and service-based requirement, each RSU represents the right to receive one share of common stock. The liquidity-event requirement is expected to be satisfied or deemed satisfied by the Board of Directors of New Velodyne in calendar year 2020 and the service-based requirement will be satisfied with respect to 25% of the RSUs when the Reporting Person remains in continuous service through the one-year anniversary of February 22, 2019 and with respect to 6.25% of the RSUs when the Reporting Person completes each three (3) months of continuous service thereafter. The service-based requirement is also subject to acceleration in the event the Reporting Person is subject to a qualifying involuntary termination of employment in connection with the sale of New Velodyne. ( 9 )The RSUs were received in exchange for 25,000 restricted stock units in Velodyne Lidar USA, Inc. in connection with the Merger. Subject to the satisfaction of both a liquidity event requirement and service-based requirement, each RSU represents the right to receive one share of common stock. The liquidity-event requirement is expected to be satisfied or deemed satisfied by the Board of Directors of New Velodyne in calendar year 2020 and the service-based requirement will be satisfied with respect to 25% of the RSUs will vest on the one-year anniversary of July 8, 2019 and with respect to 6.25% of the RSUs when the Reporting Person completed each three (3) months of continuous service thereafter. The service-based requirement is also subject to acceleration in the event the Reporting Person is subject to a qualifying involuntary termination of employment in connection with the sale of New Velodyne. ( 10 )The promotion restricted stock units ("Promotion RSUs") were received in exchange for 300,000 promotion restricted stock units of Velodyne Lidar USA, Inc. in connection with the Merger. Subject to the satisfaction of both a liquidity event requirement and service-based requirement, each Promotion RSU represents the right to receive one share of common stock. The liquidity-event requirement is expected to be satisfied or deemed satisfied in calendar year 2020 and the service-based requirement is expected to be satisfied with respect to 58.33% of the Promotion RSUs if the Reporting Person remains in continuous service through the satisfaction of the liquidity-event requirement (such date, the "Initial Vesting Date"), and in installments with respect to the remaining Promotion RSUs when the Reporting Person completes each of the next seven (7) successive three-month periods of continuous service, subject to acceleration upon a qualifying involuntary termination of employment. ( 11 )The performance restricted stock units ("Performance RSUs") were received in exchange for 375,000 performance restricted stock units of Velodyne Lidar USA, Inc. in connection with the Merger. Subject to the satisfaction of both a liquidity event requirement and service-based requirement, each RSU represents the right to receive one share of common stock. The liquidity-event requirement is expected to be satisfied or deemed satisfied by the Board of Directors of New Velodyne in calendar year 2020 and the service-based requirement if the Reporting Person remains in continuous service through January 1, 2023 (the "Performance RSU Vesting Date"). The portion of the Performance RSUs that will become vested on the Performance RSU Vesting Date shall be determined based on the closing price of the common stock on the trading day prior to the Performance RSU Vesting Date. ( 12 )The Stock Option was received in exchange for an option to purchase 150,000 shares of common stock of Velodyne Lidar USA, Inc. in connection with the Merger. The Stock Option shall vest with respect to 25% of the Shares on the one-year anniversary of January 1, 2020 and in equal monthly installments over the following 36 months of continuous service thereafter, provided, that the Reporting Person remains in continuous service on such vesting date. The Stock Option is also subject to acceleration in the event the Reporting Person is subject to a qualifying involuntary termination of employment in connection with the sale of New Velodyne.

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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