SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Jeldi Arun

(Last) (First) (Middle)
C/O 2710 LAKEVIEW CT,

(Street)
FREMONT CA 94538

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Velo3D, Inc. [ VELO ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
CEO
3. Date of Earliest Transaction (Month/Day/Year)
03/04/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 03/04/2026 C 394,517 A $16.38 12,737,940 I See Note(1)
Common Stock 37,746 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
12.0% Senior Secured Convertible Promissory Note $16.38 03/04/2026 P(2) 5,000,000 03/04/2026 02/14/2027 Common Stock 305,250 $6,390,707.73 5,000,000 I See Note(1)
12.0% Senior Secured Convertible Promissory Note $16.38 03/04/2026 C(3) 5,000,000 03/04/2026 02/14/2027 Common Stock 305,250(3) $0 0 I See Note(1)
Explanation of Responses:
1. Held by Arrayed Notes Acquisition Corp. ("Arrayed"), a wholly owned subsidiary of Arrayed Additive, Inc. The Reporting Person is the Chief Executive Officer and President and sole equity holder of Arrayed Additive, Inc. and is the Chief Executive Officer of Arrayed.
2. Consists of a Senior Secured Convertible Promissory Note dated January 7, 2025 (the "January Note") in the principal amount of $5,000,000, held by Arrayed. The Reporting Person has the right, at its option, to convert all or any portion of the $5,000,000 principal amount of the January Note, together with accrued and unpaid interest thereon, into shares of common stock, par value $0.00001 per share, of Velo3D, Inc. (the "Company").
3. On March 4, 2026, Arrayed delivered a Notice of Conversion to the Company, for the conversion of $5,000,000 of principal amount of the January Note, together with accrued and unpaid interest thereon, into 394,517 shares of common stock of the Company.
/s/ Bernard Chung as attorney-in-fact for Arun Jeldi 03/06/2026
** Signature of Reporting Person Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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