Sec Form 4 Filing - MADDOCK ERNEST E @ 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 MADDOCK ERNEST E 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 _____ Officer (give title below) _____ Other (specify below) (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 M( 1 ) 20,732 A $ 0 162,126 D Common Stock 02/10/2023 D 162,126 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 ( 4 ) 02/1 0/2023 M 20,732 ( 4 ) ( 4 ) Common Stock 20,732 $ 0 ( 5 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MADDOCK ERNEST E 5521 HELLYER AVENUE SAN JOSE, CA95138 X Signatures /s/ Daniel Horwood - Attorney-in-Fact 02/14/2023 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 outstanding share of Velodyne common stock automatically converted to the right to receive 0.8204 of a share of Ouster common stock. ( 3 )Includes a restricted stock award of 111,028 shares that was accelerated upon the closing of the Mergers pursuant to the Company's Outside Director Compensation Policy. ( 4 )The Reporting Person was granted restricted stock units ("RSUs"), which represent a contingent right to receive one share of the issuer's common stock. The RSUs were granted in connection with theReporting Person's appointment as a member of the Board of Directors. Subject to the Reporting Person's continuous service, the RSUs will vest with respect to 1/3 of the RSUs annually on the date of grant. ( 5 )Pursuant to the Company's Outside Director Compensation Policy, each unvested RSU was accelerated upon the closing of the Merger.

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