The information contained on this website is only a summary of the information presented in more detail in the Notice of Pendency of Stockholder Class Action and Proposed Settlement, Settlement Hearing, and Right to Appear (the “Notice”), which you can access here. Because this website is just a summary, you should review the Notice for additional details.
Please be advised that your rights will be affected by the above-captioned stockholder class action (the “Action”) pending in the Court of Chancery of the State of Delaware (the “Court”) if you held Graf Industrial Corp. (“Graf Industrial”) common stock, whether as a beneficial or record holder, as of the effective time of the acquisition of Velodyne Lidar, Inc. (“Legacy Velodyne”) by Graf Industrial on September 29, 2020.
Please also be advised that (i) Plaintiff Paul Berger, as Trustee for the Paul Berger Revocable Trust (“Plaintiff”), individually and on behalf of the Settlement Class (defined in Paragraph 21 of the Notice); and (ii) Defendants James A. Graf, Michael Dee, Kevin Starke, Sabrina McKee, Keith Abell, and Julie Levenson (the “Individual Defendants”) and Defendant Graf Acquisition LLC (“Graf Acquisition” and, together with the Individual Defendants, “Defendants”) (Plaintiff and Defendants, together, the “Parties”) have reached a proposed settlement for $4,750,000.00 in cash (the “Settlement”). The proposed Settlement, if approved by the Court, will resolve all claims in the Action.
If you are a member of the Settlement Class, you are subject to the Settlement. The Settlement Class preliminarily certified by the Court consists of:
All holders of Graf Industrial common stock, whether beneficial or of record, as of the effective time of the Merger on September 29, 2020 (the “Effective Time”), but excluding (i) Defendants; (ii) any person who was an officer or director of Graf Industrial, Legacy Velodyne, New Velodyne, Graf Acquisition, or Owl Creek as of the Effective Time; (iii) the immediate family members of any of the foregoing; (iv) any trusts, estates, entities, or accounts that held Graf Industrial common stock for the benefit of any of the foregoing; and (v) the legal representatives, heirs, transferees, and assigns of the foregoing (the “Excluded Stockholders”).
For the avoidance of doubt, both Excluded Stockholders and Redeeming Stockholders are excluded from the Settlement Class. The Parties estimate that the Settlement Class consists of approximately 11,454,132 Graf Industrial shares.
PLEASE NOTE: The Settlement Class is a non-“opt-out” class pursuant to Delaware Court of Chancery Rules 23(a), 23(b)(1), and 23(b)(2). Accordingly, Class Members do not have the right to exclude themselves from the Settlement Class.
PLEASE NOTE: Receipt of a Notice does not mean that you are a Class Member or that you will be entitled to receive a payment from the Settlement.
Please be patient. If the Settlement is approved by the Court, it will take some time to conduct the Settlement distribution.
PLEASE READ THE NOTICE CAREFULLY AND IN ITS ENTIRETY. The Notice explains how members of the Settlement Class (as defined in paragraph 21 of the Notice) (“Class Members,” and each a “Class Member”) will be affected by the Settlement. The following table provides a brief summary of the legal rights you have as a Class Member and the relevant deadlines, which are described in more detail later in the Notice.
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RECEIVE A PAYMENT FROM THE SETTLEMENT. CLASS MEMBERS DO NOT NEED TO SUBMIT A CLAIM FORM. |
If you are a member of the Settlement Class, you may be eligible to receive a pro rata distribution from the Settlement proceeds. Eligible Class Members do not need to submit a claim form in order to receive a distribution from the Settlement, if approved by the Court. If you are eligible for a distribution from the Settlement, it will be paid to you directly. See paragraphs 27-36 of the Notice for further discussion. |
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OBJECT TO THE SETTLEMENT BY SUBMITTING A WRITTEN OBJECTION SO THAT IT IS RECEIVED NO LATER THAN SEPTEMBER 22, 2025. |
If you are a member of the Settlement Class and would like to object to the proposed Settlement, the proposed Plan of Allocation, or Plaintiff’s Counsel’s request for an award of attorneys’ fees and expenses, including Plaintiff’s application for an incentive award, you may write to the Court and explain the reasons for your objection. |
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ATTEND A HEARING ON OCTOBER 7, 2025 AT 1:30 P.M., AND FILE A NOTICE OF INTENTION TO APPEAR SO THAT IT IS RECEIVED NO LATER THAN SEPTEMBER 22, 2025. |
Filing a written objection and notice of intention to appear that is received by September 22, 2025, allows you to speak in Court, at the discretion of the Court, about your objection. In the Court’s discretion, the October 7, 2025, hearing may be conducted by telephone or video conference (see paragraphs 44-45 of the Notice). If you submit a written objection, you may (but you do not have to) attend the hearing and, at the discretion of the Court, speak to the Court about your objection. |
Note: These documents are in PDF format. To view the
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