SEC FORM 4

SEC FORM 4 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^*

STERNLICHT BARRY S

(Last)

(First)

(Middle)

1601 WASHINGTON AVENUE, SUITE 800

(Street)

MIAMI BEACH

33139

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

3. Date of Earliest Transaction (Month/Day/Year)
09/29/2021

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A common stock	09/29/2021		J⁽¹⁾		8,550,000	A	⁽¹⁾	8,550,000	I	By Spitfire Sponsor LLC⁽²⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B ordinary shares	⁽¹⁾	09/29/2021		J⁽¹⁾			8,550,000	⁽¹⁾	⁽¹⁾	Class A ordinary shares	8,550,000	⁽¹⁾	0	I	By Spitfire Sponsor LLC⁽²⁾
Warrants to purchase Class A common stock	$11.5	09/29/2021		J⁽³⁾		4,450,000		03/28/2022⁽³⁾	09/29/2026⁽³⁾	Class A Common Stock	4,450,000	$1.5	4,450,000	I	By Spitfire Sponsor LLC⁽²⁾

Explanation of Responses:

1. In connection with the consummation of the transactions contemplated by the Business Combination Agreement, dated March 22, 2021, by and among JAWS Spitfire Acquisition Corporation ("JAWS Spitfire"), Spitfire Merger Sub, Inc. and Velo3D, Inc. (the transactions contemplated thereby, the "Business Combination"), JAWS Spitfire domesticated as a Delaware corporation (the "Domestication") and changed its name to "Velo3D, Inc." ("Velo3D"). In connection with the Domestication, Spitfire Sponsor LLC's (the "Sponsor") Class B ordinary shares, par value $0.0001 per share, of JAWS Spitfire, which were previously convertible into Class A ordinary shares of JAWS Spitfire, were automatically converted into shares of Class A common stock of Velo3D, par value $0.0001 per share, on a one-for-one basis.

2. The reported securities are held by the Sponsor, which is controlled by the reporting person and the reporting person is therefore deemed to be the beneficial owner of such securities. The reporting person disclaims beneficial ownership of the securities reported herein except to the extent of its respective pecuniary interest therein and the filing of this Form 4 shall not be construed as an admission that such reporting person is the beneficial owner of any securities covered by this Form 4.

3. Pursuant to the Private Placement Warrant Purchase Agreement, dated as of December 2, 2020, by and between JAWS Spitfire and the Sponsor, the Sponsor purchased warrants to purchase Class A ordinary shares, which following the Domestication entitle the Sponsor to purchase shares of Class A common stock of Velo3D (the "Private Placement Warrants") for a price of $1.50 per Private Placement Warrant. Upon consummation of the Business Combination, the Private Placement Warrants became exercisable, beginning 180 days after the closing of the Business Combination (or at an earlier date if agreed upon by the Velo3D board), for one share of Class A common stock at a price of $11.50 per share. The Private Placement Warrants expire on the fifth anniversary of the consummation of the Business Combination.

	/s/ Michael Racich, Attorney-in-Fact for Barry Stuart Sternlicht	10/01/2021
	** 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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SEC Form 4 filed by Sternlicht Barry S