--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-23-033024" form_type: "8-K" ticker: null cik: "0001745317" company_name: "Velodyne Lidar, Inc." filed_at: "2023-02-13T23:59:59+00:00" generated_at: "2026-06-19T16:19:14.303016+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.95 calibrated_materiality_score: 0.95 confidence: "high" source: SEC EDGAR --- # Velodyne Lidar completes merger with Ouster, becomes wholly owned subsidiary ## Summary - On Feb 10, 2023, Velodyne merged with Ouster; each share converted into 0.8204 Ouster shares. - Velodyne board and executive officers resigned; company ceased as separate entity. - Common stock (VLDR) and warrants (VLDRW) delisted from Nasdaq; Form 15 to suspend reporting. - Ouster and Velodyne equityholders each own ~50% of combined fully diluted shares. - Outstanding Velodyne options, RSUs, and warrants assumed by Ouster under same terms. ## SEC filing metadata - accession: 0001193125-23-033024 - form_type: 8-K - cik: 0001745317 - company_name: Velodyne Lidar, Inc. - filed_at: 2023-02-13T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.95 - calibrated_materiality_score: 0.95 - confidence: high - sec_items: 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1745317/000119312523033024/0001193125-23-033024-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1745317/000119312523033024/d443276d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-033024 - JSON: https://secwatch.observer/filing/0001193125-23-033024.json - Plain text: https://secwatch.observer/filing/0001193125-23-033024.txt ## Key facts - Executive change Andy Mattes departed as director at Velodyne Lidar, Inc.. - Action: ceased to be director - Role: director source text: As a result of the First Merger, each of Virginia Boulet, Ernie Maddock, Andy Mattes, Kristin Slanina, Ted Tewksbury and Hamid Zarringhalam ceased to be directors of the Company as of the Effective Time evidence_url: https://www.sec.gov/Archives/edgar/data/1745317/000119312523033024/0001193125-23-033024-index.htm - Executive change Ted Tewksbury departed as director at Velodyne Lidar, Inc.. - Action: ceased to be director - Role: director source text: As a result of the First Merger, each of Virginia Boulet, Ernie Maddock, Andy Mattes, Kristin Slanina, Ted Tewksbury and Hamid Zarringhalam ceased to be directors of the Company as of the Effective Time evidence_url: https://www.sec.gov/Archives/edgar/data/1745317/000119312523033024/0001193125-23-033024-index.htm - Executive change Ernie Maddock departed as director at Velodyne Lidar, Inc.. - Action: ceased to be director - Role: director source text: As a result of the First Merger, each of Virginia Boulet, Ernie Maddock, Andy Mattes, Kristin Slanina, Ted Tewksbury and Hamid Zarringhalam ceased to be directors of the Company as of the Effective Time evidence_url: https://www.sec.gov/Archives/edgar/data/1745317/000119312523033024/0001193125-23-033024-index.htm - Executive change Virginia Boulet departed as director at Velodyne Lidar, Inc.. - Action: ceased to be director - Role: director source text: As a result of the First Merger, each of Virginia Boulet, Ernie Maddock, Andy Mattes, Kristin Slanina, Ted Tewksbury and Hamid Zarringhalam ceased to be directors of the Company as of the Effective Time evidence_url: https://www.sec.gov/Archives/edgar/data/1745317/000119312523033024/0001193125-23-033024-index.htm - Executive change Hamid Zarringhalam departed as director at Velodyne Lidar, Inc.. - Action: ceased to be director - Role: director source text: As a result of the First Merger, each of Virginia Boulet, Ernie Maddock, Andy Mattes, Kristin Slanina, Ted Tewksbury and Hamid Zarringhalam ceased to be directors of the Company as of the Effective Time evidence_url: https://www.sec.gov/Archives/edgar/data/1745317/000119312523033024/0001193125-23-033024-index.htm - Executive change Kristin Slanina departed as director at Velodyne Lidar, Inc.. - Action: ceased to be director - Role: director source text: As a result of the First Merger, each of Virginia Boulet, Ernie Maddock, Andy Mattes, Kristin Slanina, Ted Tewksbury and Hamid Zarringhalam ceased to be directors of the Company as of the Effective Time evidence_url: https://www.sec.gov/Archives/edgar/data/1745317/000119312523033024/0001193125-23-033024-index.htm - Governance Changes Velodyne Lidar, Inc.: Certificate of incorporation amended and restated in connection with merger. - Change: charter amendment source text: Pursuant to the Merger Agreement, at the Effective Time, the certificate of incorporation and the bylaws of the Company were amended and restated in their entirety to be in the form of the certificate of incorporation and bylaws, respectively, of the Surviving Corporation. evidence_url: https://www.sec.gov/Archives/edgar/data/1745317/000119312523033024/0001193125-23-033024-index.htm - Governance Changes Velodyne Lidar, Inc.: Bylaws amended and restated in connection with merger. - Change: bylaw amendment source text: Pursuant to the Merger Agreement, at the Effective Time, the certificate of incorporation and the bylaws of the Company were amended and restated in their entirety to be in the form of the certificate of incorporation and bylaws, respectively, of the Surviving Corporation. evidence_url: https://www.sec.gov/Archives/edgar/data/1745317/000119312523033024/0001193125-23-033024-index.htm - M&A Transactions Velodyne Lidar, Inc. underwent a change of control involving Ouster, Inc. (closed 2023-02-10). - Action: change of control - Counterparty: Ouster, Inc. - Closing: 2023-02-10 source text: on February 10, 2023, Merger Sub I merged with and into Velodyne (the “ First Merger ”), with Velodyne surviving the First Merger as a direct, wholly owned subsidiary of Ouster evidence_url: https://www.sec.gov/Archives/edgar/data/1745317/000119312523033024/0001193125-23-033024-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.