Velo3D, Inc. — Director's Dealing 2021

Oct 2, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Velo3D, Inc. (VLD)
CIK: 0001825079
Period of Report: 2021-09-29

Reporting Person: Krause Stefan (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-09-29	Earnout Rights	$	A	65402	Acquired	2026-09-29	Common Stock (65402)	Direct

Footnotes

F1: Pursuant to the earnout provisions in the Business Combination Agreement, dated March 22, 2021 (the "Business Combination Agreement"), the Reporting Person is entitled to receive shares of New Velo3D Common Stock if, from the closing of the transaction until the fifth anniversary thereof, the volume-weighted average price of the Common Stock equals or exceeds certain thresholds (the "Earnout Rights"). Of these Earnout Rights, one-half will be issued if the volume-weighted average price of the Common Stock equals or exceeds $12.50 for any 20 trading days within any 30-trading day period and one-half will be issued if the volume-weighted average price of the Common Stock equals or exceeds $15.00 for
any 20 trading days within any 30-trading day period, in each case, subject to adjustment as provided in the Business Combination Agreement.

F2: Reflects Earnout Rights acquired pursuant to the Business Combination. The transactions contemplated by the Business Combination Agreement closed on September 29, 2021.