Tewell Thomas

SEC source: 0001825960-22-000014 · wf-form4_166060691373802.xml · nonDerivative · entry 1

Tewell Thomas · CIK 0001825960 · Chief Operating Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,592,982

F1 · kind: The transaction reported on this form represents a net settlement related to the vesting of a restricted stock unit award and the withholding of shares to satisfy tax withholding obligations in connection with the vesting event. No shares of stock were sold.

SEC source: 0001825960-22-000012 · wf-form4_165818021523318.xml · nonDerivative · entry 1

Tewell Thomas · CIK 0001825960 · Chief Operating Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,615,060

F1 · kind: The transaction reported on this form represents a net settlement related to the vesting of a restricted stock unit award and the withholding of shares to satisfy tax withholding obligations in connection with the vesting event. No shares of stock were sold.

SEC source: 0001825960-22-000010 · wf-form4_165542086256016.xml · nonDerivative · entry 1

Tewell Thomas · CIK 0001825960 · Chief Operating Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,627,628

F1 · kind: The transaction reported on this form represents a net settlement related to the vesting of a restricted stock unit award and the withholding of shares to satisfy tax withholding obligations in connection with the vesting event. No shares of stock were sold.

SEC source: 0001825960-22-000008 · wf-form4_165299058004776.xml · nonDerivative · entry 1

Tewell Thomas · CIK 0001825960 · Chief Operating Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,640,196

F1 · price: This transaction was executed in multiple trades at prices ranging from $5.26 to $5.32. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected.

SEC source: 0001825960-22-000006 · wf-form4_165274562887135.xml · nonDerivative · entry 1

Tewell Thomas · CIK 0001825960 · Chief Operating Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,667,196

F1 · kind: The transaction reported on this form represents a net settlement related to the vesting of a restricted stock unit award and the withholding of shares to satisfy tax withholding obligations in connection with the vesting event. No shares of stock were sold.

SEC source: 0001825960-22-000004 · wf-form4_165005747923454.xml · nonDerivative · entry 1

Tewell Thomas · CIK 0001825960 · Chief Operating Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,689,274

F1 · kind: The transaction reported on this form represents a net settlement related to the vesting of a restricted stock unit award and the withholding of shares to satisfy tax withholding obligations in connection with the vesting event. No shares of stock were sold.

SEC source: 0001825960-22-000002 · wf-form4_164746115679884.xml · nonDerivative · entry 2

Tewell Thomas · CIK 0001825960 · Chief Operating Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,701,841

F2 · kind: The transaction reported on this form represents a net settlement related to the vesting of a restricted stock unit award and the withholding of shares to satisfy tax withholding obligations in connection with the vesting event. No shares of stock were sold.

SEC source: 0001825960-22-000002 · wf-form4_164746115679884.xml · nonDerivative · entry 1

Tewell Thomas · CIK 0001825960 · Chief Operating Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,822,970

F1 · shares: Represents restricted stock units which convert into common stock on a one-for-one basis at vesting. The reporting person received a restricted stock unit award which vests as to 1/12th of the total shares on the 15th day of the second month of each calendar quarter for a period of 36 months beginning on May 15, 2022.

SEC source: 0001062993-21-009623 · form4.xml · nonDerivative · entry 1

Tewell Thomas · CIK 0001825960 · Chief Operating Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,532,970

F1 · shares: Restricted stock units convert into common stock on a one-for-one basis. The reporting person received a restricted stock unit award which vests as to 25% of the total shares on March 15, 2022 with the remaining shares vesting at a rate of 1/48th on 15th of each month for 36 months beginning on April 15, 2022.

SEC source: 0001104659-21-036422 · tm219737d9_4.xml · nonDerivative · entry 1

Tewell Thomas · CIK 0001825960 · Chief Operating Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 148,415

F1 · kind: The sales reported on this Form 4 represent shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the previously reported vesting and settlement of restricted stock units ("RSUs"). These sales are mandated by the Issuer's election under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and do not represent discretionary trades by the Reporting Person.

SEC source: 0001104659-21-034664 · tm219372-9_4seq1.xml · derivative · entry 5

Tewell Thomas · CIK 0001825960 · Chief Operating Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 27,185

Underlying: Common Stock · 27,185 shares

Expires not disclosed

F6 · derivative.exercise_date: The Reporting Person was granted RSUs which represent a contingent right to receive one share of Common Stock for each RSU. The RSU shall vest with respect to 25% of the RSUs on each company quarterly vesting dates after February 28, 2021, provided the Reporting Person remains in continuous service on each vesting date. Quarterly vesting dates are February 28, May 28, August 28 and November 28.

F6 · derivative.expiration_date: The Reporting Person was granted RSUs which represent a contingent right to receive one share of Common Stock for each RSU. The RSU shall vest with respect to 25% of the RSUs on each company quarterly vesting dates after February 28, 2021, provided the Reporting Person remains in continuous service on each vesting date. Quarterly vesting dates are February 28, May 28, August 28 and November 28.

SEC source: 0001104659-21-034664 · tm219372-9_4seq1.xml · derivative · entry 4

Tewell Thomas · CIK 0001825960 · Chief Operating Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 66,101

Underlying: Common Stock · 117,512 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · derivative.exercise_price: The Reporting Person received RSUs 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.

F5 · derivative.exercise_date: The RSUs were received 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 was deemed satisfied by the Board of Directors of New Velodyne in October 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 February 22, 2019 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.

F5 · derivative.expiration_date: The RSUs were received 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 was deemed satisfied by the Board of Directors of New Velodyne in October 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 February 22, 2019 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.

SEC source: 0001104659-21-034664 · tm219372-9_4seq1.xml · derivative · entry 3

Tewell Thomas · CIK 0001825960 · Chief Operating Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 32,133

Underlying: Common Stock · 73,445 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · derivative.exercise_price: The Reporting Person received RSUs 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.

F4 · derivative.exercise_date: The RSUs were received 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 was deemed satisfied by the Board of Directors of New Velodyne in October 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 September 29, 2018 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.

F4 · derivative.expiration_date: The RSUs were received 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 was deemed satisfied by the Board of Directors of New Velodyne in October 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 September 29, 2018 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.

SEC source: 0001104659-21-034664 · tm219372-9_4seq1.xml · derivative · entry 2

Tewell Thomas · CIK 0001825960 · Chief Operating Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 33,050

Underlying: Common Stock · 205,647 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · derivative.exercise_price: The Reporting Person received RSUs 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.

F3 · derivative.exercise_date: The RSUs were received 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 was deemed satisfied by the Board of Directors of New Velodyne in October 2020 and the service-based requirement will be or, as applicable, was satisfied with respect to (i) 14,893 of the RSUs immediately upon grant, (ii) 25% of the RSUs when the Reporting Person remains or, as applicable, remained in continuous service through the one-year anniversary of September 25, 2017 and (iii) 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.

F3 · derivative.expiration_date: The RSUs were received 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 was deemed satisfied by the Board of Directors of New Velodyne in October 2020 and the service-based requirement will be or, as applicable, was satisfied with respect to (i) 14,893 of the RSUs immediately upon grant, (ii) 25% of the RSUs when the Reporting Person remains or, as applicable, remained in continuous service through the one-year anniversary of September 25, 2017 and (iii) 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.

SEC source: 0001104659-21-034664 · tm219372-9_4seq1.xml · nonDerivative · entry 1

Tewell Thomas · CIK 0001825960 · Chief Operating Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 265,320

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · kind: The Reporting Person was granted restricted stock units ("RSUs") which represent a contingent right to receive one share of Common Stock for each RSU. The shares were issued pursuant to vested RSUs released on March 8, 2021.

SEC source: 0001104659-20-111284 · tm2032248-22_4.xml · derivative · entry 4

Tewell Thomas · CIK 0001825960 · Chief Operating Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 119,144

Underlying: Common Stock · 119,144 shares

Expires 2027-05-28

F1 · derivative.exercise_price: 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.

F5 · derivative.exercise_date: The RSUs were received in exchange for 40,000 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 March 11, 2020 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.

SEC source: 0001104659-20-111284 · tm2032248-22_4.xml · derivative · entry 3

Tewell Thomas · CIK 0001825960 · Chief Operating Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 119,144

Underlying: Common Stock · 119,144 shares

Expires 2026-03-14

F1 · derivative.exercise_price: 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.

F4 · derivative.exercise_date: The RSUs were received in exchange for 40,000 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 February 22, 2019 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.

SEC source: 0001104659-20-111284 · tm2032248-22_4.xml · derivative · entry 2

Tewell Thomas · CIK 0001825960 · Chief Operating Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 74,465

Underlying: Common Stock · 74,465 shares

Expires 2025-10-07

F1 · derivative.exercise_price: 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.

F3 · derivative.exercise_date: 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 when the Reporting Person remains or, as applicable, 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, as applicable, completed each three (3) months of continuous service thereafter.

SEC source: 0001104659-20-111284 · tm2032248-22_4.xml · derivative · entry 1

Tewell Thomas · CIK 0001825960 · Chief Operating Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 208,502

Underlying: Common Stock · 208,502 shares

Expires 2024-10-03

F1 · derivative.exercise_price: 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.

F2 · derivative.exercise_date: The RSUs were received in exchange for 70,000 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 (i) 14,893 of the RSUs immediately upon grant, (ii) 25% of the RSUs when the Reporting Person remains or, as applicable, remained in continuous service through the one-year anniversary of September 25, 2017 and (iii) 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.

SEC source: 0001104659-20-139108 · tm2039193d5_4a.xml · derivative · entry 5

Tewell Thomas · CIK 0001825960 · Chief Operating Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 7,793

Underlying: Common Stock · 7,793 shares

Expires 2027-09-28

F1 · derivative.exercise_price: 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.

F6 · derivative.exercise_date: Subject to the satisfaction of a service-based requirement, each RSU represents the right to receive one share of common stock. The service-based requirement will be satisfied with respect to 100% of the RSUs if the Reporting Person remains in continuous service through March 29, 2021.

F7 · derivative.underlying_shares: On October 1, 2020, the Reporting Person filed a Form 4 (the "Prior Report") that inadvertently included the incorrect total number of RSUs granted. The Reporting Person is filing this amended Form 4 to correct the number of RSUs subject to the previously reported grant(s) and to report a single additional RSU grant that was unintentionally omitted from the Prior Report.

SEC source: 0001104659-20-139108 · tm2039193d5_4a.xml · derivative · entry 4

Tewell Thomas · CIK 0001825960 · Chief Operating Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 117,512

Underlying: Common Stock · 117,512 shares

Expires 2027-05-28

F1 · derivative.exercise_price: 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.

F5 · derivative.exercise_date: The RSUs were received in exchange for 40,000 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 was deemed satisfied by the Board of Directors of New Velodyne in October 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 March 11, 2020 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.

F7 · derivative.underlying_shares: On October 1, 2020, the Reporting Person filed a Form 4 (the "Prior Report") that inadvertently included the incorrect total number of RSUs granted. The Reporting Person is filing this amended Form 4 to correct the number of RSUs subject to the previously reported grant(s) and to report a single additional RSU grant that was unintentionally omitted from the Prior Report.

SEC source: 0001104659-20-139108 · tm2039193d5_4a.xml · derivative · entry 3

Tewell Thomas · CIK 0001825960 · Chief Operating Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 117,512

Underlying: Common Stock · 117,512 shares

Expires 2026-03-14

F1 · derivative.exercise_price: 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.

F4 · derivative.exercise_date: The RSUs were received in exchange for 40,000 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 was deemed satisfied by the Board of Directors of New Velodyne in October 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 February 22, 2019 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.

F7 · derivative.underlying_shares: On October 1, 2020, the Reporting Person filed a Form 4 (the "Prior Report") that inadvertently included the incorrect total number of RSUs granted. The Reporting Person is filing this amended Form 4 to correct the number of RSUs subject to the previously reported grant(s) and to report a single additional RSU grant that was unintentionally omitted from the Prior Report.

SEC source: 0001104659-20-139108 · tm2039193d5_4a.xml · derivative · entry 2

Tewell Thomas · CIK 0001825960 · Chief Operating Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 73,445

Underlying: Common Stock · 73,445 shares

Expires 2025-10-07

F1 · derivative.exercise_price: 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.

F3 · derivative.exercise_date: 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 was deemed satisfied by the Board of Directors of New Velodyne in October 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 September 29, 2018 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.

F7 · derivative.underlying_shares: On October 1, 2020, the Reporting Person filed a Form 4 (the "Prior Report") that inadvertently included the incorrect total number of RSUs granted. The Reporting Person is filing this amended Form 4 to correct the number of RSUs subject to the previously reported grant(s) and to report a single additional RSU grant that was unintentionally omitted from the Prior Report.

SEC source: 0001104659-20-139108 · tm2039193d5_4a.xml · derivative · entry 1

Tewell Thomas · CIK 0001825960 · Chief Operating Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 205,647

Underlying: Common Stock · 205,647 shares

Expires 2024-10-03

F1 · derivative.exercise_price: 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.

F2 · derivative.exercise_date: The RSUs were received in exchange for 70,000 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 was deemed satisfied by the Board of Directors of New Velodyne in October 2020 and the service-based requirement will be or, as applicable, was satisfied with respect to (i) 14,893 of the RSUs immediately upon grant, (ii) 25% of the RSUs when the Reporting Person remains or, as applicable, remained in continuous service through the one-year anniversary of September 25, 2017 and (iii) 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.

F7 · derivative.underlying_shares: On October 1, 2020, the Reporting Person filed a Form 4 (the "Prior Report") that inadvertently included the incorrect total number of RSUs granted. The Reporting Person is filing this amended Form 4 to correct the number of RSUs subject to the previously reported grant(s) and to report a single additional RSU grant that was unintentionally omitted from the Prior Report.