Velo3D Inc ownership disclosure: LMR-affiliated investment managers and two principals report shared beneficial ownership of 1,984,280 shares of common stock issuable upon exercise of warrants as of March 31, 2026. The filings state the LMR Shares represent approximately 7.0% of outstanding common stock based on 26,216,822 shares outstanding as of March 24, 2026.
The shares are held directly by two master funds, each holding warrants to purchase 992,140 shares. Reporting Persons disclaim sole voting and dispositive power and report shared voting and dispositive power for the stated amount.
Positive
None.
Negative
None.
Insights
LMR reports a 7.0% warrant-based stake in Velo3D, disclosed via Schedule 13G.
The statement lists that two LMR-managed master funds each hold warrants to purchase 992,140 shares, totaling 1,984,280 shares. The filing ties the aggregate percent to an outstanding base of 26,216,822 shares as of March 24, 2026.
Ownership is disclosed as shared voting and dispositive power for the reported shares; the filing also summarizes the managers' jurisdictions and provides undertakings regarding comparable foreign regulatory schemes. Subsequent filings would show any change in ownership if warrants are exercised or transferred.
Key Figures
Warrants per fund:992,140 sharesTotal issuable shares:1,984,280 sharesPercent of class:7.0%+1 more
4 metrics
Warrants per fund992,140 shareswarrants held by each master fund
Total issuable shares1,984,280 sharesaggregate issuable upon exercise of warrants as of March 31, 2026
Percent of class7.0%percentage of outstanding common stock based on 26,216,822 shares as of March 24, 2026
Outstanding shares used26,216,822 sharesissuer's outstanding common stock as of March 24, 2026
"directly holds warrants to purchase 992,140 shares"
Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.
beneficially ownedregulatory
"Amount beneficially owned: The information required by Items 4(a) - (c)"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
shared dispositive powerregulatory
"Shared Dispositive Power 1,984,280.00"
Schedule 13Gregulatory
"This statement is filed by: ... collectively, the "Reporting Persons.""
A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.
See more from StockTitan in Google Search and AI answers.Adds StockTitan as a preferred source · opens Google
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Velo3D Inc
(Name of Issuer)
Common stock, par value $0.00001 per share
(Title of Class of Securities)
92259N302
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
92259N302
1
Names of Reporting Persons
LMR Partners LLP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED KINGDOM
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,984,280.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,984,280.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,984,280.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.0 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP Number(s):
92259N302
1
Names of Reporting Persons
LMR PARTNERS Ltd
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
HONG KONG
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,984,280.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,984,280.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,984,280.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.0 %
12
Type of Reporting Person (See Instructions)
CO, IA
SCHEDULE 13G
CUSIP Number(s):
92259N302
1
Names of Reporting Persons
LMR Partners LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,984,280.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,984,280.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,984,280.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.0 %
12
Type of Reporting Person (See Instructions)
IA, OO
SCHEDULE 13G
CUSIP Number(s):
92259N302
1
Names of Reporting Persons
LMR Partners AG
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
SWITZERLAND
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,984,280.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,984,280.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,984,280.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.0 %
12
Type of Reporting Person (See Instructions)
CO, IA
SCHEDULE 13G
CUSIP Number(s):
92259N302
1
Names of Reporting Persons
LMR PARTNERS (DIFC) Ltd
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED ARAB EMIRATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,984,280.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,984,280.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,984,280.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.0 %
12
Type of Reporting Person (See Instructions)
CO, IA
SCHEDULE 13G
CUSIP Number(s):
92259N302
1
Names of Reporting Persons
LMR Partners (Ireland) Limited
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
IRELAND
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,984,280.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,984,280.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,984,280.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.0 %
12
Type of Reporting Person (See Instructions)
CO, IA
SCHEDULE 13G
CUSIP Number(s):
92259N302
1
Names of Reporting Persons
Ben Levine
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED KINGDOM
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,984,280.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,984,280.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,984,280.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.0 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP Number(s):
92259N302
1
Names of Reporting Persons
Stefan Renold
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
SWITZERLAND
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,984,280.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,984,280.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,984,280.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.0 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Velo3D Inc
(b)
Address of issuer's principal executive offices:
2710 Lakeview Court, Fremont, California, 94538
Item 2.
(a)
Name of person filing:
This statement is filed by: (i) LMR Partners LLP, LMR Partners Limited, LMR Partners LLC, LMR Partners AG, LMR Partners (DIFC) Limited and LMR Partners (Ireland) Limited (collectively, the "LMR Investment Managers"), which serve as the investment managers to certain funds with respect to the shares of Common stock, par value $0.00001 per share ("shares of Common Stock"), held by certain funds; and (ii) Ben Levine and Stefan Renold, who are ultimately in control of the investment and voting decisions of the LMR Investment Managers with respect to the securities held by certain funds. The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons is c/o LMR Partners LLP, 9th Floor, Devonshire House, 1 Mayfair Place, London, W1J 8AJ, United Kingdom.
(c)
Citizenship:
LMR Partners LLP is a United Kingdom limited liability partnership. LMR Partners Limited is a Hong Kong corporation. LMR Partners LLC is a Delaware limited liability company. LMR Partners AG is a Swiss corporation. LMR Partners (DIFC) Limited is a United Arab Emirates corporation. LMR Partners (Ireland) Limited is a limited company incorporated in Ireland. Ben Levine is a citizen of the United Kingdom. Stefan Renold is a citizen of Switzerland.
(d)
Title of class of securities:
Common stock, par value $0.00001 per share
(e)
CUSIP Number(s):
92259N302
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Investment Adviser
Item 4.
Ownership
(a)
Amount beneficially owned:
The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
As of March 31, 2026:
The shares of Common Stock beneficially owned by the Reporting Persons are directly held by LMR Multi-Strategy Master Fund Limited ("LMR Master Fund") and LMR CCSA Master Fund Ltd ("LMR CCSA Master Fund"). Each of LMR Master Fund and LMR CCSA Master Fund directly holds warrants to purchase 992,140 shares of Common Stock, with a total of 1,984,280 shares of Common Stock issuable upon the exercise of the warrants (the "LMR Shares").
(b)
Percent of class:
As of March 31, 2026:
The shares of Common Stock issuable upon the exercise of the warrants held by each of LMR Master Fund and LMR CCSA Master Fund represent approximately 3.6% and the LMR Shares in the aggregate represent approximately 7.0% of the outstanding shares of Common Stock, based on 26,216,822 shares of Common Stock of the Issuer outstanding as of March 24, 2026, as reported in the Issuer's Form 10-K filed with the Securities and Exchange Commission on March 31, 2026, plus shares that may be acquired by such Reporting Persons within 60 days.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
As of March 31, 2026, each of the Reporting Persons had sole power to vote or direct the vote of 0 shares of Common Stock.
(ii) Shared power to vote or to direct the vote:
As of March 31, 2026, each of the Reporting Persons had shared power to vote or direct the vote of 1,984,280 shares of Common Stock.
(iii) Sole power to dispose or to direct the disposition of:
As of March 31, 2026, each of the Reporting Persons had sole power to dispose or to direct the disposition of 0 shares of Common Stock.
(iv) Shared power to dispose or to direct the disposition of:
As of March 31, 2026, each of the Reporting Persons had shared power to dispose or to direct the disposition of 1,984,280 shares of Common Stock.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
The securities beneficially owned by the Reporting Persons are directly held by LMR Master Fund and LMR CCSA Master Fund, for which the LMR Investment Managers serve as the investment managers.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
By signing below I certify that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to LMR Partners LLP, LMR Partners Limited, LMR Partners AG, LMR Partners (DIFC) Limited and LMR Partners (Ireland) Limited is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s). I also undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
LMR reports beneficial ownership of 1,984,280 shares issuable upon exercise of warrants, representing approximately 7.0% of the outstanding common stock measured versus 26,216,822 shares outstanding as of March 24, 2026.
How many warrants does each LMR master fund hold?
Each master fund holds warrants to purchase 992,140 shares. The two funds together control the 1,984,280 shares stated in the filing, reflected as shared voting and shared dispositive power.
Do the reporting persons have sole voting power over these shares?
No. The filing states the Reporting Persons have 0 shares of sole voting power and report 1,984,280 shares of shared voting power and shared dispositive power as of March 31, 2026.
Are these shares currently outstanding or issuable upon exercise?
The filing describes the 1,984,280 shares as issuable upon exercise of warrants held by the two master funds; it does not state that these shares are currently outstanding as common stock.
Which entities are listed as Reporting Persons on the filing?
Reporting Persons include LMR Partners LLP, LMR Partners Limited, LMR Partners LLC, LMR Partners AG, LMR Partners (DIFC) Limited, LMR Partners (Ireland) Limited, and individuals Ben Levine and Stefan Renold, who control investment and voting decisions.
