SC 13D/A 1 sc13da912890002_04222022.htm AMENDMENT NO. 9 TO THE SCHEDULE 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 9)¹

Velodyne Lidar, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

92259F101

(CUSIP Number)

JAMES MASETTI

PILLSBURY WINTHROP SHAW PITTMAN LLP

2550 Hanover Street

Palo Alto, CA 94304

(650) 233-4754

DAVID S. HALL

MARTA THOMA HALL

2517 Blanding Avenue

Alameda, CA 94501

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

April 21, 2022

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

1 The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 92259F101


	1	NAME OF REPORTING PERSON

			DAVID S. HALL
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐

	3	SEC USE ONLY


	4	SOURCE OF FUNDS

			OO
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐


	6	CITIZENSHIP OR PLACE OF ORGANIZATION

			USA
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					19,975,463(1)
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					0
PERSON WITH			9	SOLE DISPOSITIVE POWER

					13,653,225
			10	SHARED DISPOSITIVE POWER

					0
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

			19,975,463(1)
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐


	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

			9.6% (2)
	14	TYPE OF REPORTING PERSON

			IN

(1) Consists of (i) 13,653,225 Shares held directly by Mr. Hall and (ii) 6,322,238 Shares held by certain other stockholders over which, except under limited circumstances, Mr. Hall holds an irrevocable voting proxy.

(2) Percentage calculated based on 207,723,429 Shares outstanding on April 15, 2022, as reported in the Issuer’s preliminary proxy statement filed with the Securities and Exchange Commission on April 19, 2022.

CUSIP No. 92259F101


	1	NAME OF REPORTING PERSON

			MARTA THOMA HALL
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐

	3	SEC USE ONLY


	4	SOURCE OF FUNDS

			OO
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐


	6	CITIZENSHIP OR PLACE OF ORGANIZATION

			USA
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					-0-
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					-0-
PERSON WITH			9	SOLE DISPOSITIVE POWER

					5,486,355
			10	SHARED DISPOSITIVE POWER

					-0-
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

			5,486,355
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐


	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

			2.6%(1)
	14	TYPE OF REPORTING PERSON

			IN

(1) Percentage calculated based on 207,723,429 Shares outstanding on April 15, 2022, as reported in the Issuer’s preliminary proxy statement filed with the Securities and Exchange Commission on April 19, 2022.

CUSIP No. 92259F101

The following constitutes Amendment No. 9 to the Schedule 13D filed by the undersigned (“Amendment No. 9”). This Amendment No. 9 amends the Schedule 13D as specifically set forth herein.

Item 4.

Purpose of Transaction.

Item 4 is hereby amended to add the following:

On April 21, 2022, Mrs. Hall notified the Board of her decision to resign as a director of the Issuer, effective immediately. Mrs. Hall resigned from the Board of the Issuer due to her concerns with the Issuer's corporate culture and leadership. In particular, Mrs. Hall feels that she can no longer remain on the Board with the continuation of Mr. Dee as Chairman, who was moved from a class with a term expiring at this year’s annual meeting into the class of directors with a term expiring next year, presumably to avoid potential removal by the Reporting Persons’ nomination of three highly qualified directors.

In addition, on April 25, 2022, Mr. Hall withdrew the Notice nominating the Nominees for election to the Board and submitting the Removal Proposal for consideration at the Annual Meeting, and withdrew his proxy statement.

Item 5.

Interest in Securities of the Issuer.

Items 5 (a) – (c) are hereby amended and restated to read as follows:

The aggregate percentage of Shares reported owned by each Reporting Person is based upon 207,723,429 Shares outstanding, as of April 15, 2022, which is the total number of Shares outstanding as reported in the Issuer’s preliminary proxy statement filed with the Securities and Exchange Commission on April 19, 2022.

Mr. Hall

(a)

As of the date hereof, Mr. Hall beneficially owned 19,975,463 Shares, consisting of (i) 13,653,225 Shares held directly by Mr. Hall and (ii) 6,322,238 Shares held by certain other stockholders over which, except under limited circumstances, Mr. Hall holds an irrevocable voting proxy.

Percentage: Approximately 9.6%

(b)

1. Sole power to vote or direct vote: 19,975,463
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 13,653,225
4. Shared power to dispose or direct the disposition: 0

(c)

Mr. Hall has not entered into any transactions in the securities of the Issuer since the filing of Amendment No. 8 to the Schedule 13D.

B. Mrs. Hall

(a)

As of the date hereof, Mrs. Hall beneficially owned 5,486,355 Shares. Mr. Hall holds an irrevocable voting proxy over all such Shares. The Shares reported below exclude the Shares held by her spouse, Mr. Hall.

Percentage: Approximately 2.6%

CUSIP No. 92259F101

(b)

1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 5,486,355
4. Shared power to dispose or direct the disposition: 0

(c)

The transactions in the Shares by Mrs. Hall since the filing of Amendment No. 8 are set forth in Schedule A and are incorporated herein by reference.

The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he or she does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or she does not directly own.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

In connection with her prior service on the Board, Mrs. Hall was granted certain restricted stock units (“RSUs”) from the Issuer representing the right to receive one Share and which vested subject to certain service-based requirements. As a result of her resignation from the Board as described in Item 4 above, Mrs. Hall is no longer entitled to receive RSUs from the Issuer.

CUSIP No. 92259F101

SIGNATURES

After reasonable inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: April 25, 2022

	/s/ David S. Hall
	DAVID S. HALL

	/s/ Marta Thoma Hall
	MARTA THOMA HALL

CUSIP No. 92259F101

SCHEDULE A

Transactions in the Shares Since the Filing of Amendment No. 8

Nature of the Transaction

Amount of Securities

Purchased/(Sold)

Price ($)

Date of

Purchase/Sale

MARTA THOMA HALL

Acquisition of Common Stock	7,345	N/A¹	04/13/2022
Sale of Common Stock	(3,139)	2.06²	04/13/2022

¹ Representing shares issued pursuant to vested RSUs released on April 13, 2022.

² Representing shares required to be sold to cover tax withholding obligations in connection with the vesting and settlement of RSUs.

SEC Form SC 13D/A filed by Velodyne Lidar Inc. (Amendment)