FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  PIV GP, L.L.C.
2. Date of Event Requiring Statement (Month/Day/Year)
09/29/2021
3. Issuer Name and Ticker or Trading Symbol
Velo3D, Inc. [VLD]
(Last)
(First)
(Middle)
4 EMBARCADERO CENTER, SUITE 3950, 
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

SAN FRANCISCO, CA 94111
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 22,874,407
I
See footnote (1)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
PIV GP, L.L.C.
4 EMBARCADERO CENTER, SUITE 3950
SAN FRANCISCO, CA 94111
    X    
PIV Fund I, L.P.
4 EMBARCADERO CENTER, SUITE 3950
SAN FRANCISCO, CA 94111
    X    
Gudiksen Mark Stout
C/O PIVA CAPITAL, INC.
4 EMBARCADERO CENTER, SUITE 3950
SAN FRANCISCO, CA 94111
    X    

Signatures

PIV GP, L.L.C., By /s/ Ricardo Angel, managing member 10/12/2021
**Signature of Reporting Person Date

PIV Fund I, L.P., By: PIV GP, L.L.C., its general partner, By: /s/ Ricardo Angel, managing member 10/12/2021
**Signature of Reporting Person Date

/s/ Ricardo Angel, as Attorney-in-Fact for Mark S. Gudiksen 10/12/2021
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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).
(1) Shares are held by PIV Fund I, L.P. ("PIV-I LP"). PIV GP, L.L.C. ("PIV GP") is the general partner of PIV-I LP and may be deemed to beneficially own the shares held by PIV-I LP. Ricardo Angel is the managing member of PIV GP and Mr. Angel and Mark Stout Gudiksen are the managing partners of Piva Capital Inc., the management company of PIV-I LP, and therefore Messrs. Angel and Gudiksen may be deemed to share voting and investment power over the shares held by PIV-I LP. Each of PIV GP and Mr. Gudiksen disclaims beneficial ownership in these shares except to the extent of its or his respective pecuniary interest therein. Mr. Angel is a director of the Issuer and files separate Section 16 reports.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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