03/06/2026 | Press release | Distributed by Public on 03/06/2026 15:03
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| 12.0% Senior Secured Convertible Promissory Note(1) | $10.5 | 03/04/2026 | C(2) | 10,000,000 | 08/19/2025 | 02/14/2027 | Common Stock | 952,380(2) | $ 0 | 0 | I | See Note(1) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Thieneman Kenneth Dale C/O VELO3D, INC. 2710 LAKEVIEW CT FREMONT, CA 94538 |
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| /s/ Bernard Chung as attorney-in-fact for Kenneth Dale Thieneman | 03/06/2026 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Consists of a Senior Secured Convertible Promissory Note dated February 10, 2025 (the "February Note") in the principal amount of $10,000,000, held by Thieneman Construction, Inc., an Indiana corporation ("Thieneman Construction"). |
| (2) | On March 4, 2026, Thieneman Construction delivered a Notice of Conversion to Velo3D, Inc. (the "Company") for the conversion of $10,000,000 of principal amount of the February Note, together with accrued and unpaid interest thereon, into 1,145,830 shares of common stock, par value $0.00001 per share, of the Company. |