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: Buller Benyamin (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-09-29	Common Stock	A	4889600	—	Acquired	4889600	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-09-29	Earnout Rights	$	A	1336880	Acquired	2026-09-29	Common Stock (1336880)	Direct

Footnotes

F1: Pursuant to the Business Combination Agreement, dated March 22, 2021 (the "Business Combination Agreement"), by and between JAWS Spitfire Acquisition Corporation, a Cayman Islands exempted company ("JAWS"), Spitfire Merger Sub, Inc., a Delaware corporation, and Velo3D, Inc., a Delaware corporation ("Velo3D"), the parties effected a business combination transaction ("Business Combination") on September 29, 2021. As a result of the Business Combination, Velo3D became a wholly-owned subsidiary of JAWS. Velo3D was renamed "Velo3D US, Inc." and JAWS was renamed "Velo3D, Inc." ("New Velo3D"). In connection with the consummation of the Business Combination, the Reporting Person's shares of Velo3D Common Stock were exchanged for shares of New Velo3D Common Stock at an exchange ratio of 0.8149 to 1 (calculated as $8.15 divided by $10.00).

F2: Pursuant to the earnout provisions in 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.

F3: Reflects Earnout Rights acquired pursuant to the Business Combination. The transactions contemplated by the Business Combination Agreement closed on September 29, 2021.