Sec Form 3 Filing - PIV GP, L.L.C. @ Velo3D, Inc. - 2021-09-29

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 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. 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) (Last) (First) (Middle) 4 EMBARCADERO CENTER, SUITE 3950, 3. Date of Earliest Transaction (MM/DD/YY) 09/29/2021 (Street) SAN FRANCISCO, CA94111 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 22,874,407 I See footnote ( 1 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other PIV GP, L.L.C. 4 EMBARCADERO CENTER, SUITE 3950 SAN FRANCISCO, CA94111 X PIV Fund I, L.P. 4 EMBARCADERO CENTER, SUITE 3950 SAN FRANCISCO, CA94111 X Gudiksen Mark Stout C/O PIVA CAPITAL, INC. 4 EMBARCADERO CENTER, SUITE 3950 SAN FRANCISCO, CA94111 X Signatures PIV GP, L.L.C., By /s/ Ricardo Angel, managing member 10/12/2021 Signature of Reporting Person Date PIV Fund I, L.P., By: PIV GP, L.L.C., its general partner, By: /s/ Ricardo Angel, managing member 10/12/2021 Signature of Reporting Person Date /s/ Ricardo Angel, as Attorney-in-Fact for Mark S. Gudiksen 10/12/2021 Signature of Reporting Person Date

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.

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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