SEC FORM 3

SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person^*

PIV GP, L.L.C.

(Last)

(First)

(Middle)

4 EMBARCADERO CENTER, SUITE 3950

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/29/2021

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

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

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

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	22,874,407	I	See footnote⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

1. Name and Address of Reporting Person^*

PIV GP, L.L.C.

(Last)

(First)

(Middle)

4 EMBARCADERO CENTER, SUITE 3950

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

PIV Fund I, L.P.

(Last)

(First)

(Middle)

4 EMBARCADERO CENTER, SUITE 3950

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Gudiksen Mark Stout

(Last)

(First)

(Middle)

C/O PIVA CAPITAL, INC.

4 EMBARCADERO CENTER, SUITE 3950

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Explanation of Responses:

1. Shares are held by PIV Fund I, L.P. ("PIV-I LP"). PIV GP, L.L.C. ("PIV GP") is the general partner of PIV-I LP and may be deemed to beneficially own the shares held by PIV-I LP. Ricardo Angel is the managing member of PIV GP and Mr. Angel and Mark Stout Gudiksen are the managing partners of Piva Capital Inc., the management company of PIV-I LP, and therefore Messrs. Angel and Gudiksen may be deemed to share voting and investment power over the shares held by PIV-I LP. Each of PIV GP and Mr. Gudiksen disclaims beneficial ownership in these shares except to the extent of its or his respective pecuniary interest therein. Mr. Angel is a director of the Issuer and files separate Section 16 reports.

Remarks:

	PIV GP, L.L.C., By /s/ Ricardo Angel, managing member	10/12/2021
	PIV Fund I, L.P., By: PIV GP, L.L.C., its general partner, By: /s/ Ricardo Angel, managing member	10/12/2021
	/s/ Ricardo Angel, as Attorney-in-Fact for Mark S. Gudiksen	10/12/2021
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

SEC Form 3: New insider Piv Gp, L.L.C. claimed ownership of 22,874,407 shares