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* Volkswagen Group of America Investments, LLC (Last) (First) (Middle) 2200 FERDINAND PORSCHE DRIVE (Street) HERNDON VA 20171 (City) (State) (Zip)	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) 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)
Class A Common Stock (par value $0.0001)	53,014,769(1)(2)	D(3)

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 (par value $0.0001)	(4)	(4)	Class A Common Stock	17,980,436(1)	(4)	D(3)

1. Name and Address of Reporting Person* Volkswagen Group of America Investments, LLC (Last) (First) (Middle) 2200 FERDINAND PORSCHE DRIVE (Street) HERNDON VA 20171 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Volkswagen Group of America, Inc. (Last) (First) (Middle) 2200 FERDINAND PORSCHE DRIVE (Street) HERNDON VA 20171 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* VOLKSWAGEN AG (Last) (First) (Middle) BERLINER RING 2 (Street) WOLFSBURG 2M 38440 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. These securities were acquired by the Reporting Persons pursuant to the Business Combination Agreement among the entity previously known as QuantumScape Corporation, a privately held Delaware corporation ("Original QuantumScape"), the Issuer (previously known as Kensington Capital Acquisition Corp.), and Kensington Capital Merger Sub Corp., a Delaware corporation and wholly owned subsidiary of the Issuer. Upon the closing of the business combination on November 25, 2020, Volkswagen Group of America Investments, LLC's ("VWGoAI") shares in Original QuantumScape were cancelled and automatically converted into the right to receive a number of shares of Class A Common Stock or Class B Common Stock of the Issuer, as applicable, determined in each case by reference to an "Exchange Ratio" calculated in accordance with the Business Combination Agreement (totaling 37,793,435 shares of Class A Common Stock and 17,980,436 shares of Class B Common Stock, respectively).

2. Includes 15,221,334 shares of Class A Common Stock which VWGoAI had previously committed to acquire as of the closing of the business combination pursuant to a Series F Preferred Stock Purchase Agreement, dated May 14, 2020 (the "Agreement"), by and between Original QuantumScape and VWGoAI, as amended on September 3, 2020, and which were acquired on December 1, 2020. Pursuant to the Agreement, VWGoAI may acquire an additional 15,221,334 shares of Common A Common Stock subject to the achievement of certain technical milestones.

3. These securities are directly held by VWGoAI, which is a wholly owned subsidiary of Volkswagen Group of America, Inc., a New Jersey corporation, which is a wholly owned subsidiary of Volkswagen Aktiengesellschaft, a public stock corporation organized under the laws of Germany.

4. Shares of Class B Common Stock will convert into shares of Class A Common Stock at VWGoAI's option or will convert automatically into shares of Class A Common Stock upon a sale to a third party, in each case, on a one-for-one basis.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Kevin Duke, Kevin Duke, VP & Secretary on behalf of Volkswagen Group of America Investments, LLC	12/07/2020
	/s/ Kevin Duke, Kevin Duke, Secretary, Assistant General Counsel - Corporate Matters on behalf of Volkswagen Group of America, Inc.	12/07/2020
	/s/ Dominic Lange. Dominic Lange, Attorney-in-Fact on behalf of Volkswagen Aktiengesellschaft	12/07/2020
	/s/ Dr. Angela-Kristina Speidel, Dr. Angela-Kristina Speidel, Attorney-in-Fact on behalf of Volkswagen Aktiengesellschaft	12/07/2020
	** Signature of Reporting Person	Date
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