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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option (right to buy Common Stock) | $ 0.98 | 12/07/2021 | A | 167,061 (1) | (2) | 05/10/2029 | Common Stock | 167,061 | $ 0 | 167,061 | D | ||||
Stock Option (right to buy Common Stock) | $ 0.18 | 12/07/2021 | A | 265,668 (1) | (3) | 06/09/2030 | Common Stock | 265,668 | $ 0 | 265,668 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
BASS CARL C/O VELO3D, INC. 511 DIVISION STREET CAMPBELL, CA |
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/s/ William D. McCombe as attorney-in-fact for Carl Bass | 12/09/2021 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | 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"). Pursuant to the forfeiture provision in the Business Combination Agreement, the outstanding options of Velo3D were exchanged for comparable options of New Velo3D at the exchange ratio of 0.8149 to 1, subject to the same terms and conditions that applied to the original grant. |
(2) | The option is fully vested and exercisable. |
(3) | The option vests as to 1/4 of the total shares on June 11, 2020, and thereafter 2.0833% of the remaining shares vest monthly until such time as the option is 100% vested, subject to the continued service of the Reporting Person on each vesting date. |