Kreger Bradley Allen Form 4 Velo3D / Bradley Allen Kreger ownership change

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).

1. Name and Address of Reporting Person^*

Kreger Bradley Allen

(Last) (First) (Middle)

C/O VELO3D, INC.

2710 LAKEVIEW CT

(Street)

FREMONT CA 94538

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Velo3D, Inc. [ VLD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
INTERIM CEO

3. Date of Earliest Transaction (Month/Day/Year)
01/18/2024

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	01/18/2024		M		31,446	A	(1)	70,337	D
Common Stock	01/18/2024		S(2)		13,600	D	$0.3034	56,737	D
Common Stock	02/15/2024		M		116,787	A	(1)	173,524	D
Common Stock	02/15/2024		M		20,794	A	(1)	194,318	D
Common Stock	02/18/2024		M		31,447	A	(1)	225,765	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
Restricted Stock Unit (RSU)	(1)	01/18/2024		M			31,446	(3)	(3)	Common Stock	31,446	$0	345,912	D
Restricted Stock Unit (RSU)	(1)	02/15/2024		M			116,787	(4)	(4)	Common Stock	116,787	$0	350,361	D
Restricted Stock Unit (RSU)	(1)	02/15/2024		M			20,794	(5)	(5)	Common Stock	20,794	$0	0	D
Restricted Stock Unit (RSU)	(1)	02/18/2024		M			31,447	(3)	(3)	Common Stock	31,447	$0	314,465	D

Explanation of Responses:

1. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock upon settlement for no consideration.

2. The sale of shares is for the sole purpose of covering the Reporting Person's tax liability with respect to the settlement of RSUs.

3. The RSUs vest in 12 equal monthly installments over one year, beginning January 18, 2024, subject to the continuing service of the Reporting Person on each vesting date.

4. The RSUs vest as to 1/4th of the total grant on February 15, 2024, and thereafter 1/12th of the total grant vest quarterly until such time as the RSUs are 100% vested, subject to the continued service of the Reporting Person on each vesting date.

5. The RSUs vest in four equal quarterly installments on May 15, 2023, August 15, 2023, November 15, 2023, and February 15, 2024, subject to the continued service of the Reporting Person on each vesting date.

	/s/ Bernard Chung as attorney-in-fact for Bradley Allen Kreger	02/20/2024
	** 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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