Velodyne Securities Litigation

You or someone in your family may have purchased publicly traded securities of Velodyne Lidar, Inc. during the Class Period from July 2, 2020, to March 17, 2021, both dates inclusive. Receipt of the Notice does not mean that you are a Member of the Class or that you will be entitled to receive a payment. If you received a Notice in the mail, your name was provided by a bank, broker, or other nominee. Neither the Parties nor the Claims Administrator have access to your investment records. If you wish to be eligible for a payment, you are required to submit a Claim Form (See FAQ 9).

The Court directed that Notice be sent to Class Members because they have a right to know about the proposed Settlement of this class action lawsuit, and about all of their options, before the Court decides whether to approve the Settlement.

The Court in charge of the Action is the United States District Court for the Northern District of California, and the case is known as “Meysam Moradpour, et al., v. Velodyne Lidar, Inc. et al., 3:21-cv-01486-SI (N.D. Cal.).” The Action is assigned to the Honorable Susan Illston.

The Notice relates to a proposed settlement of claims in a pending securities class action lawsuit brought by an investor alleging, among other things, that Defendants Anand Gopalan, James A. Graf, Michael Dee, and Andrew Hamer (“Individual Defendants”) and Velodyne (together with the Individual Defendants, “Defendants”), violated the federal securities laws by allegedly making materially false and misleading statements and/or omitting material facts necessary to make the statements not misleading because, among other reasons, Defendants either knew, or deliberately disregarded, facts regarding an undisclosed effort to remove the Company’s founder David Hall from his leadership position.

The issues on which the Parties disagree include: (i) whether any Defendant engaged in any conduct that violated the federal securities laws; (ii) the amounts by which Velodyne Securities were allegedly artificially inflated (if at all) during the Class Period; (iii) the effect of various market forces influencing the trading price of Velodyne Securities at various times during the Class Period; (iv) the extent to which the various matters that Lead Plaintiff alleged were materially false or misleading influenced (if at all) the trading price of Velodyne Securities during the Class Period; (v) the extent to which the various allegedly adverse material facts that Lead Plaintiff alleged were omitted influenced (if at all) the trading price of Velodyne Securities during the Class Period; (vi) whether the statements made or facts allegedly omitted were material, false, misleading, or otherwise actionable under the securities laws; and (vii) whether, even if liability could be proven, total damages would be greater than $0. Lead Plaintiff’s Counsel’s expert performed a damages analysis and estimates the aggregate damages recoverable after trial to be approximately $190 million, although that amount could be substantially lower or zero if certain arguments by the Defendants were accepted by the Court or a jury. Lead Plaintiff believes that the proposed settlement, which was reached following discovery in the Litigation and a mediation process overseen by an experienced independent, third-party mediator (Jed D. Melnick of JAMS), represents a fair and reasonable recovery in light of the risks of continued litigation and is in the best interests of the Class Members.

The Lead Plaintiffs filed their Consolidated Amended Complaint on February 11, 2022 (ECF No. 99). The Complaint alleged that certain of Velodyne’s filings with the SEC and other publicly made statements were materially false and misleading when made, and omitted from disclosure material facts necessary to not make the statements made misleading because, among other reasons, Defendants either knew, or deliberately disregarded, facts regarding an undisclosed power struggle at the Company, including a plot to oust the Company founder David Hall from his leadership position through a pretextual Audit Committee Investigation. The Complaint alleged that the Audit Committee Investigation went undisclosed to investors until its conclusion in February 2021, when the Company announced, among other things, that it had: (i) removed David Hall from his role as Chairman of the Board; (ii) terminated his wife Marta Thoma Hall from her role as the Company’s Chief Marketing Officer; and (iii) censured them both. David Hall subsequently resigned from the Company’s Board of Directors in March 2021. The Complaint further alleged that these materially false and misleading statements caused Velodyne securities to trade at artificially inflated prices. The Complaint alleged that as the truth about Defendants’ Class Period misstatements was revealed, it caused the value of Velodyne common stock and stock warrants to fall. Defendants have denied, and continue to deny, Lead Plaintiffs’ allegations and deny that they have any liability to Lead Plaintiff or members of the Class.

In a class action, one or more persons or entities (in this case, Lead Plaintiffs), sue on behalf of people and entities who have similar claims. Together, these people and entities are a “class,” and each is a “class member.” Class actions allow the adjudication of many individuals’ similar claims that might be too small economically to bring as individual actions. One court resolves the issues for all class members at the same time, except for those who exclude themselves, or “opt-out,” from the class.

In this Action, the Court has appointed Diane Smith as Class Representative and Lead Plaintiff, for purposes of the Settlement, and has appointed Kahn Swick & Foti, LLC to serve as Lead Counsel, for purposes of the Settlement.

The Court certified the Class on July 14, 2023 (ECF No. 193). The Class consists of persons and entities who or which purchased shares of Velodyne. For a purchase to be eligible, it must have been made during the Class Period from July 2, 2020 to March 17, 2021, both dates inclusive.

The principal reason for Lead Plaintiff’s consent to the Settlement is that it provides an immediate and substantial benefit to the Class, in the form of a substantial monetary recovery. The benefit of the present Settlement must be compared to the risk that no recovery might be achieved after a contested trial and likely appeals, possibly many months, or even years, into the future.

The Court directed, for the purposes of the proposed Settlement, that everyone who fits the following description is a Class Member and subject to the Settlement, unless they are an excluded person (see FAQ 7) or take steps to exclude themselves from the Settlement Class (see FAQ 12):

The Class is:

ALL PERSONS WHO PURCHASED VELODYNE LIDAR, INC. PUBLICLY TRADED SECURITIES BETWEEN JULY 2, 2020 AND MARCH 17, 2021, INCLUSIVE (THE “CLASS”).

You are a Class Member only if you purchased publicly traded securities from July 2, 2020 to March 17, 2021, inclusive. Check your investment records or contact your broker to see if you have any eligible purchases. Neither the Parties nor the Claims Administrator have access to your investment records.

If you are still not sure whether you are included, you can ask for free help. You can contact the Claims Administrator toll-free at 1-877-393-0073 or at info@VelodyneSecuritiesLitigation.com for more information. Or you can fill out and return the Claim Form, with appropriate supporting documentation, to see if you qualify.

Excluded from the Class are:

1. Defendants and the Individual Defendants’ immediate family members;
2. Current and former officers and directors of Velodyne and members of their immediate families;
3. All subsidiaries and affiliates of Velodyne and the directors and officers of Velodyne and their respective subsidiaries or affiliates;
4. All persons, firms, trusts, corporations, officers, directors, and any other individual or entity in which any Defendant has a controlling interest, provided, however, that any “Investment Vehicle” shall not be excluded from the Class; and
5. The legal representatives, agents, affiliates, heirs, successors-in-interest or assigns of all such excluded parties.

Also excluded from the Class is anyone who timely and validly seeks exclusion from the Settlement Class in accordance with the procedures described in FAQ 12.

At this time, it is not possible to make any determination as to how much any individual Class Member may receive from the Settlement.

An individual Class Member’s recovery will depend on, for example: (a) the total number and value of claims submitted; (b) when the claimant purchased of Velodyne’s publicly traded common stock and/or Velodyne warrants; and (c) whether and when the claimant sold his, her, or its shares of Velodyne’s common stock and/or warrants.

By following the instructions in the Plan of Allocation reported in the Notice, you can calculate what is called your Recognized Claim. Because the Net Settlement Fund is less than the total losses alleged to be suffered by Class Members, the formulas described in the Plan of Allocation for calculating Recognized Claims are not intended to estimate the amount that will actually be paid to Authorized Claimants. Rather, the formulas provide the basis on which the Net Settlement Fund will be distributed among Authorized Claimants on a pro rata basis. An Authorized Claimant’s “Recognized Claim” will be the amount used to calculate the Authorized Claimant’s pro rata share of the Net Settlement Fund. A claimant’s pro rata share is the claimant’s Recognized Claim divided by the total of the Recognized Claims of all Authorized Claimants, multiplied by the total amount in the Net Settlement Fund. See the Plan of Allocation located at the end of the Notice for more information.

To qualify for a payment from the Net Settlement Fund, you must submit a timely and valid Claim Form. A Claim Form was included with the Notice. You may also download one, here.

You can also request that a Claim Form be mailed to you by calling the Claims Administrator toll-free at 1-877-393-0073.

Read the instructions carefully, fill out the Form completely, include all the documents that the Form asks for, sign it, and mail or submit it online so that it is postmarked or submitted no later than September 11, 2024.

Mailing address for Claim Forms:

Velodyne Securities Litigation
c/o Epiq Class Action & Claims Solutions, Inc.
P.O. Box 2666
Portland, OR 97208-2666

It is not possible at this time to determine when the Settlement proceeds will be distributed to eligible Class Members. The Court will hold a Settlement Hearing on August 16, 2024, at 10:00 a.m. PST, to decide whether to approve the Settlement. If the Court approves the Settlement, there might be appeals. It is always uncertain whether appeals can be resolved, and if so, how long it would take to resolve them. It also takes time for all the Claim Forms to be processed. Once all the Claim Forms are processed and claims are calculated, Lead Counsel, without further notice to the Settlement Class, will apply to the Court for an order distributing the Net Settlement Fund to Class Members. Please be patient.

If you are a Class Member and do not timely and validly exclude yourself from the Class, you will remain in the Class and that means that, upon the “Effective Date” of the Settlement, you will release all “Released Claims” against the “Released Defendant Parties.”

1. “Released Claims” means any and all claims (including “Unknown Claims” as defined in ¶ 70 of the Notice), rights, demands, obligations, damages, actions, suits, matters, issues, causes of action, or liabilities whatsoever, in law or in equity, accrued or unaccrued, fixed or contingent, direct, individual or representative, of every nature and description, whether known or unknown, whether arising under federal, state, local, common or foreign law or any other law, rule, or regulation, that arise out of or relate in any way, in whole or in part, directly or indirectly, to (a) the purchase, acquisition, disposition, or sale of Velodyne Securities during the Class Period and (b) the acts, facts, transactions, events, occurrences, statements, disclosures, representations, filings, publications, disseminations, press releases, presentations, omissions, or failures to act that were, could have been, or could in the future be alleged or asserted by Lead Plaintiff or any member of the Class (i) in the Litigation or (ii) in any other action in any court or forum, including, but not limited to, the Bankruptcy Proof of Claim. Released Claims do not include claims asserted on Velodyne’s purported behalf in shareholder derivative actions, except that Lead Plaintiff and Lead Counsel agree not to bring, or in any way to cause any other person to bring, any derivative claims in connection with, arising out of, related to, and/or based upon, in whole or in part, directly or indirectly, in any way, any acts, facts, wrongdoing, or any other matter alleged or asserted, or which could have been alleged or asserted, in the Litigation.
2. “Released Defendant Parties” means Defendants, any person named as a defendant at any time in the Litigation (or named as a defendant in any of the actions consolidated in the Litigation), and each of their respective present and former parents, subsidiaries, division, departments, affiliates, officers, directors, partners, principals, employees, contractors, administrators, auditors, agents, attorneys, accountants, advisors, predecessors, successors, assigns, insurers, general or limited partners or partnerships, and limited liability companies; and the spouses, members of the immediate families, representatives, and heirs of any Released Defendant Parties who is an individual, as well as any trust of which any of the Released Defendant Parties is the settlor or which is for the benefit of any of their immediate family members.
3. “Released Plaintiff Parties” means each and every Class Member, Lead Plaintiff, Plaintiff’s Counsel, and each of their respective past or present trustees, officers, directors, partners, employees, contractors, auditors, principals, agents, attorneys, accountants, advisors, predecessors, successors, assigns, insurers, parents, divisions, subsidiaries, general or limited partners or partnerships, and limited liability companies; and the spouses, members of the immediate families, representatives, and heirs of any Released Plaintiff Party who is an individual, as well as any trust of which any Released Plaintiff Party is the settlor or which is for the benefit of any of their immediate family members. Released Plaintiff Parties does not include any Person who timely and validly seeks exclusion from the Class.
4. “Released Persons” means the Released Defendant Parties and the Released Plaintiff Parties.

5. “Unknown Claims” means any and all Released Claims that Lead Plaintiff or any member of the Class does not know or suspect to exist in his, her, or its favor at the time of the release of the Released Defendant Parties, which if known by him, her or it might have affected his, her or its settlement with and release of the Released Defendant Parties or might have affected his, her or its decision not to object to the Settlement or not exclude himself, herself, or itself from the Class. Lead Plaintiff and every Class Member expressly waive, and by operation of the Order and Final Judgment shall be deemed to have waived and shall have waived, to the fullest extent permitted by law, any and all provisions, rights and benefits conferred by California Civil Code § 1542 (to the extent applicable), and any law of any state or territory of the United States, or principle of common law, or the law of any foreign jurisdiction, that is similar, comparable or equivalent to California Civil Code § 1542, which provides:

   A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.

Lead Plaintiff and each Class Member may hereafter discover facts in addition to or different from those which he, she, or it now knows or believes to be true with respect to the subject matter of the Released Claims, but Lead Plaintiff shall expressly, fully, finally, and forever settle and release, and each Class Member shall be deemed to have, and by operation of the Order and Final Judgment shall have, fully, finally, and forever settled and released, any and all Released Claims, known or unknown, suspected or unsuspected, contingent or non-contingent, whether or not concealed or hidden, which now exist, or heretofore have existed, upon any theory of law or equity now existing or coming into existence in the future, including, but not limited to, conduct which is negligent, intentional, with or without malice, or a breach of any duty, law or rule, without regard to the subsequent discovery or existence of such different or additional facts. Lead Plaintiff acknowledges, and every member of the Class by law and operation of the Order and Final Judgment shall be deemed to have acknowledged, that the inclusion of “Unknown Claims” in the definition of Released Claims was separately bargained for and was a material element of the Settlement.

The “Effective Date” will occur when an Order entered by the Court approving the Settlement becomes Final and is not subject to appeal. If you remain a member of the Class, all of the Court’s orders, whether favorable or unfavorable, will apply to you and legally bind you.

Upon the “Effective Date,” Defendants will also provide a release of any claims against Lead Plaintiffs and the Class arising out of or related to the institution, prosecution, or settlement of the claims in the Action.

To exclude yourself from the Class, you must mail a signed letter stating that you request to be excluded from the Class in “Meysam Moradpour, et al., v. Velodyne Lidar, Inc. et al., 3:21-cv-01486-SI (N.D. Cal.).” You cannot exclude yourself by telephone or email. Each request for exclusion must also: (i) state the name, address and telephone number of the person or entity requesting exclusion; (ii) state the date(s), price(s), and number(s) of shares of Velodyne securities purchased or sold during the period from July 2, 2020, through March 17, 2021, and provide documentation of the purchases/acquisitions and sales; (iii) clearly state that you wish to be excluded from the Class; and, (iv) be signed by the Person requesting exclusion or an authorized representative. Only members of the Class can request exclusion.

This information is needed to determine whether you are a member of the Class. Your exclusion request must comply with these requirements in order to be valid. If you do not provide your transactional information, you will not be excluded from the Class.

A request for exclusion must be mailed so that it is received no later than July 26, 2024 at:

Velodyne Securities Litigation
c/o Epiq Class Action & Claims Solutions, Inc.
P.O. Box 2666
Portland, OR 97208-2666

If you ask to be excluded, do not submit a Claim Form because you cannot receive any payment from the Net Settlement Fund. Also, you cannot object to the Settlement because you will not be a Class Member. However, if you submit a valid exclusion request, you will not be legally bound by the Settlement, and you may be able to sue (or continue to sue) the Defendants and the other Released Defendant Parties in the future.

No. Unless you properly exclude yourself, you will give up any rights to sue Defendants and the other Released Defendant Parties for any and all Released Claims. If you have a pending lawsuit against any of the Released Defendant Parties, speak to your lawyer in that case immediately. You must exclude yourself from this Class to continue your own lawsuit. Remember, the exclusion deadline is July 26, 2024.

No, only Class Members are eligible to recover money from the Settlement.

Kahn Swick & Foti, LLC is Lead Counsel in the Action. You will not be separately charged for these lawyers. The Court will determine the amount of attorneys’ fees and expenses, which will be paid from the Settlement Fund. If you want to be represented by your own lawyer, you may hire one at your own expense.

Lead Counsel have not been paid for any of their work. Lead Counsel will seek an attorneys’ fee award of no more than 28% of the Settlement Fund. Lead Counsel will also seek payment of litigation expenses incurred in the prosecution of this Action of no more than $315,000, which may include an application for a service award to Lead Plaintiff for the reasonable costs and expenses related to Lead Plaintiff’s representation of the Class not to exceed $20,000. Any attorneys’ fees and expenses awarded by the Court will be paid from the Settlement Fund. Class Members are not personally liable for any such fees or expenses.

If you are a Class Member, you can object to the Settlement or any of its terms, the proposed Plan of Allocation of the Net Settlement Fund, and/or Lead Counsel’s Fee and Expense Application. You may write about why you think the Court should not approve any or all of the Settlement terms or related relief. If you would like the Court to consider your views, you must submit a proper objection within the deadline, and according to the following procedures.

To object, you must send a signed letter stating that you object to the proposed Settlement, the Plan of Allocation, and/or the Fee and Expense Application in “Meysam Moradpour, et al., v. Velodyne Lidar, Inc. et al., 3:21-cv-01486-SI (N.D. Cal.).” The objection must also state: (i) the name, address, telephone number of the objector and must be signed by the objector; (ii) contain a statement of the Class Member’s objection or objections and the specific reasons for each objection, including any legal and evidentiary support (including witnesses) the Class Member wishes to bring to the Court’s attention; (iii) state the date(s), price(s), and number(s) of shares of all purchases and sales of Velodyne securities from July 2, 2020, through March 17, 2021, and provide documentation of the purchases/sales.

Unless otherwise ordered by the Court, any Class Member who does not object in the manner described in the Notice will be deemed to have waived any objection and will be forever foreclosed from making any objection to the proposed Settlement, the Plan of Allocation, and/or Lead Counsel’s Fee and Expense Application.

Your written objection and copies of all other paper and briefs supporting the objection must be filed with the Clerk’s Office of the Court so that it is received no later than July 26, 2024. Your objection must also be mailed or delivered to the following counsel so that it is received no later than July 26, 2024:

Clerk’s Office	Lead Counsel	Defendant’s Counsel
United States District Court For the Northern District of California James M. Carter and Judith N. Keep United States Courthouse Clerk’s Office 450 Golden Gate Avenue Box 36060 San Francisco, CA 94102-3489	Ramzi Abadou KAHN SWICK & FOTI, LLC 1100 Poydras Street Suite 960 New Orleans, LA 70163  1-504-455-1400	Kevin P. Muck Wilmer Cutler Pickering Hale and Dorr, LLP One Front Street Suite 3500 San Francisco, CA 94111  1-628-235-1000

You do not need to attend the Settlement Hearing to have your written objection considered by the Court. However, any Class Member who has complied with the procedures described here and in FAQ 21 may appear at the Settlement Hearing and be heard, to the extent allowed by the Court. An objector may appear themselves or arrange, at his, her, or its own expense, for a lawyer to represent him, her, or it at the Settlement Hearing.

Objecting is telling the Court that you do not like something about the proposed Settlement, Plan of Allocation, or Lead Counsel’s Fee and Expense Application. You can still recover money from the Settlement. You can object only if you stay in the Class. Excluding yourself is telling the Court that you do not want to be part of the Class. If you exclude yourself from the Class, you have no basis to object because the Settlement and the Action no longer affect you.

The Court will hold the Settlement Hearing on August 16, 2024, at 10:00 a.m. PST, either in person at the United States District Court for the Northern District of California, San Francisco Division, Phillip Burton Federal Building & United States Courthouse – Courthouse 1, 17th Floor, 450 Golden Gate Avenue, San Francisco, CA 94102, or at another location or via telephonic or video appearance as determined by the Court.

At this hearing, the Honorable Susan Illston will consider for the purpose of determining:

1. whether the proposed settlement is fair, just, reasonable, and adequate and should be approved by the Court;
2. whether the proposed Plan of Allocation is fair and reasonable and adequate and should be approved;
3. whether the Litigation should be dismissed with prejudice against the Defendants as set forth in the Stipulation;
4. whether the Fee and Expense Application and Lead Plaintiff’s request for reimbursement pursuant to 15 U.S.C. § 78u-4(a)(4) should be approved by the Court; and
5. any other relief the Court deems necessary to effectuate the terms of the Settlement.

The Court will take into consideration any written objections submitted in accordance with the instructions in FAQ 17. We do not know how long it will take the Court to make these decisions.

You should be aware that the Court may change the date and time of the Settlement Hearing, or hold the hearing remotely, without another notice being mailed to Class Members. If you want to attend the hearing, you should check with Lead Counsel or visit this website beforehand to be sure that the hearing date and/or time has not changed.

No. Lead Counsel will answer any questions the Court may have. But you are welcome to attend at your own expense. If you submit a valid and timely objection, the Court will consider it and you do not have to participate in the Settlement Hearing to discuss it. You may have your own lawyer attend (at your own expense), but it is not required. If you do hire your own lawyer, he or she must submit and serve a Notice of Appearance in the manner described in FAQ 21 no later than July 26, 2024.

If you are a member of the Class, you may ask the Court for permission to speak at the Settlement Hearing. To do so, you must, no later than July 26, 2024, file a notice of appearance with the Clerk’s Office and submit a statement to Lead Counsel and Defendants’ Counsel that you, or your attorney, intend to appear in “Meysam Moradpour, et al., v. Velodyne Lidar, Inc. et al., 3:21-cv-01486-SI (N.D. Cal.).” Persons who intend to present evidence at the Settlement Hearing must also include in their objections (prepared and submitted in accordance with FAQ 17) the identities of any witnesses they may wish to call to testify and any exhibits they intend to introduce into evidence at the Settlement Hearing. You may not speak at the Settlement Hearing if you exclude yourself from the Settlement Class or if you have not provided written notice of your intention to speak at the Settlement Hearing in accordance with the procedures described here and in FAQ 17.

If you do nothing and you are a member of the Class, you will receive no money from this Settlement and you will be precluded from starting a lawsuit, continuing with a lawsuit, or being part of any other lawsuit against Defendants and the other Released Defendant Parties concerning the Released Claims. To share in the Net Settlement Fund, you must submit a Claim Form (see FAQ 9). To start, continue, or be a part of any other lawsuit against Defendants and the other Released Defendant Parties concerning the Released Claims, you must exclude yourself from the Class (see FAQ 12).

The Ticker symbol for Velodyne Common Stock Securities is: VLDR

The CUSIP for Velodyne Common Stock Securities is: 92259F 101

The Ticker symbol for Velodyne Warrants is: VLDRW

The CUSIP for Velodyne Warrants is: 92259F 119

Acceptable supporting documentation includes trade confirmations, official monthly, quarterly or year-end broker statements or other account statements to verify purchases, sales or beginning or ending holdings. Include documentation to support each transaction. Share certificates may be used to support the amount of shares held at the beginning or end of the class period, but they are not evidence for when and how much the shares were purchased.

If you no longer have the supporting documentation you should consult with your broker or financial advisor, who may be able to obtain the documents for you. In the event that you cannot locate your supporting documentation, you can ask your broker to write a letter on letterhead detailing purchases, sales and beginning and ending holdings.

We recommend that you file your claim to the best of your ability, as accurately as possible. Ultimately, however, you may be required to provide independent supporting documentation to verify your claim.

You may also review the Stipulation filed with the Court or other documents in the case by visiting the Court’s website at https://ecf.cand.uscourts.gov, or by visiting the office of the Clerk at the United States District Court for the Northern District of California, 450 Golden Gate Avenue, San Francisco, California 94102, between 9:00 a.m. and 4:00 p.m., Monday through Friday, excluding Court holidays.

Please do not call or write the Court with questions about the Settlement.

The Notice summarizes the proposed Settlement. More details are contained in the Stipulation. You can get a copy of the Notice, Stipulation, and other documents related to the Settlement, as well as additional information about the Settlement on the Documents page. You may also call the Claims Administrator toll free at 1-877-393-0073 or write to the Claims Administrator at Velodyne Securities Litigation, c/o Epiq Class Action & Claims Solutions, Inc., P.O. Box 2666, Portland, OR 97208-2666. Inquiries concerning the Notice or the Proof of Claim and Release form can also be directed to Lead Counsel.