Sec Form 4 Filing - Horwood Daniel @ Velodyne Lidar, Inc. - 2023-02-10

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 Horwood Daniel 2. Issuer Name and Ticker or Trading Symbol Velodyne Lidar, Inc. [ VLDR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) General Counsel & Corp Secty (Last) (First) (Middle) 5521 HELLYER AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 02/10/2023 (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 Common Stock 02/10/2023 D( 1 ) 261,806 D 402,299 ( 3 ) D Common Stock 02/10/2023 D( 1 ) 402,299 D 0 D

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 ( 5 ) 02/10/2023 D 9,515 ( 5 ) ( 5 ) Common Stock 9,515 ( 6 ) 0 D Restricted Stock Unit ( 7 ) 02/10/2023 D 15,495 ( 7 ) ( 7 ) Common Stock 15,495 ( 6 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Horwood Daniel 5521 HELLYER AVENUE SAN JOSE, CA95138 General Counsel & Corp Secty Signatures /s/ Daniel Horwood 02/13/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On February 10, 2023, the closing of the transactions contemplated by the Agreement and Plan of Merger, dated November 4, 2022 (as it may be amended from time to time), by and among Ouster, Inc. ("Ouster"), Oban Merger Sub, Inc., a wholly owned subsidiary of Ouster, Oban Merger Sub II LLC, a wholly owned subsidiary of Ouster, and Velodyne Lidar, Inc. ("Velodyne") occurred, pursuant to which Velodyne merged into a wholly owned subsidiary of Ouster (the "Merger"). ( 2 )At the effective time of the Merger (the "Effective Time), each Performance-based restricted stock award was deemed to be met at the target level of achievement of the performance goals, resulting in a forfeiture of shares above the target level. ( 3 )Includes 3,168 shares of common stock acquired pursuant to the Company's 2020 Employee Stock Purchase Plan acquired by the Reporting Person on January 23, 2023. ( 4 )At the effective time of the Merger, each outstanding share of Velodyne common stock automatically converted to the right to receive 0.8204 of a share of Ouster common stock. ( 5 )The Reporting Person received restricted stock units ("RSUs") on September 9, 2021 that will vest in installments over four (4) years, with six-and-one-quarter percent (6.25%) of the RSUs vesting on the quarterly anniversary date thereafter, subject to continued employment with the issuer through each anniversary date. Six-and-one-quarter percent (6.25%) of the RSUs vested on December 9, 2021 were delivered to the Reporting Person on the vest date. ( 6 )Each unvested RSU outstanding immediately prior to the Effective Time was cancelled and assumed by Ouster and converted into the right to receive an award of RSUs covering that number of shares of Ouster common stock, rounded up to the nearest whole share, equal to 0.8204 per share of Velodyne common stock. Each converted RSU award described herein shall be subject to the same terms and conditions (including vesting and expiration schedule, as applicable) as applied to the corresponding Velodyne RSU award as of immediately prior to the effective time of the Merger. ( 7 )The Reporting Person received Restricted Stock Units ("RSUs") that will vest in installments over four (4) years, with twenty-five percent (25%) of the RSUs vesting on July 7, 2022, and six-and-one-quarter percent (6.25%) of the remaining RSUs vesting quarterly thereafter, subject to continued employment with the Issuer through each anniversary 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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