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 |
|
1. Name and Address of Reporting Person*
(Street)
|
2. Date of Event Requiring Statement
(Month/Day/Year) 11/25/2020 |
3. Issuer Name and Ticker or Trading Symbol
QuantumScape Corp [ QS ] |
|||||||||||||
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
5. If Amendment, Date of Original Filed
(Month/Day/Year) |
||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
|
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) |
Class A Common Stock | 4,021,750(1) | D | |
Class A Common Stock | 966,100 | I | By: The Singh Family Trust UDT dated October 3, 1996 |
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) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Class B Common Stock | (2) | (2) | Class A Common Stock | 5,541,385 | (2) | I | By: The Singh Family Trust UDT dated October 3, 1996 |
Class B Common Stock | (2) | (2) | Class A Common Stock | 4,021,750 | (2) | I | By: Jagdeep Singh 2020 Annuity Trust A dated September 1, 2020 |
Class B Common Stock | (2) | (2) | Class A Common Stock | 4,021,750 | (2) | I | By: Roshni Singh 2020 Annuity Trust A dated September 1, 2020 |
Class B Common Stock | (2) | (2) | Class A Common Stock | 1,340,582 | (2) | D | |
Stock Option (right to buy) | 02/13/2014(3) | 04/08/2023 | Class B Common Stock | 2,010,874 | $0.6439 | D | |
Stock Option (right to buy) | 12/10/2018(4) | 08/19/2026 | Class A Common Stock | 2,499,520 | $1.3128 | D | |
Stock Option (right to buy) | 04/01/2017(5) | 03/15/2027 | Class A Common Stock | 6,498,753 | $1.3252 | D |
Explanation of Responses: |
1. Includes 4,021,750 shares represented by restricted stock units ("RSUs"). Each RSU represents the Reporting Person's right to receive one share of Class A Common Stock of the Issuer. 1/6th of the RSUs vest on February 15, 2021 and 1/16th vest quarterly thereafter, subject to the Reporting Person's continued service as of each vesting date. |
2. Each share of Class B Common Stock is convertible at any time into Class A Common Stock on a one-to-one basis at the Reporting Person's election and has no expiration date. |
3. 25% of the shares subject to the option vested and became exercisable on February 13, 2014, and the remaining shares will vest monthly thereafter, subject to the Reporting Person's continued service at each vesting date. |
4. 75% of the shares subject to the option vested and became exercisable on December 10, 2018, and the remaining shares will vest monthly thereafter, subject to the Reporting Person's continued service at each vesting date. |
5. Shares subject to the option vested and became exercisable on April 1, 2017, and the remaining shares will vest monthly thereafter, subject to the Reporting Person's continued service at each vesting date. |
Remarks: |
Exhibit 24 - Power of Attorney |
/s/ Michael O. McCarthy III, Attorney-in-Fact | 12/07/2020 | |
** 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. |