Ouster, Inc. — Director's Dealing 2023

Feb 15, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Ouster, Inc. (OUST)
CIK: 0001816581
Period of Report: 2023-02-10

Reporting Person: Tewksbury Ted L III (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-02-10	Common Stock	A	1122992	—	Acquired	1122992	Direct
2023-02-10	Common Stock	A	186254	$0.00	Acquired	1309246	Direct

Footnotes

F1: Includes 835,129 shares of Ouster, Inc. ("Company") common stock subject to time-based restrictions on transfer ("RSAs"). The RSAs will vest in accordance with the terms of the underlying awards.

F2: Pursuant to the Agreement and Plan of Merger, dated as of November 4, 2022 (the "Merger Agreement"), at the effective time of the first merger contemplated by the Merger Agreement (the "Effective Time"), each share of common stock of Velodyne Lidar, Inc. ("Velodyne") held by the Reporting Person immediately prior to the Effective Time was converted into 0.8204 shares of the Company's common stock. At the Effective Time, each outstanding RSA held by the Reporting Person was converted into a number of restricted shares of the Company's common stock equal to the product of the number of shares of Velodyne common stock subject to the RSA and 0.8204, with the same terms and conditions as applied to the RSA immediately prior to the Effective Time. The transaction was exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16b-3 promulgated thereunder.

F3: Represents Company restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of the Company's common stock. The RSUs vest as to 1/5 of the the total number of RSUs on each of the first five quarterly anniversaries of the grant date, subject to the Reporting Person's continued service through the applicable vesting date. The RSUs have no expiration date.