0000905148-21-000427.txt : 20210505 0000905148-21-000427.hdr.sgml : 20210505 20210505140318 ACCESSION NUMBER: 0000905148-21-000427 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210319 FILED AS OF DATE: 20210505 DATE AS OF CHANGE: 20210505 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: VANLOH S WIL JR CENTRAL INDEX KEY: 0001098463 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39004 FILM NUMBER: 21892540 MAIL ADDRESS: STREET 1: 1401 MCKINNEY STREET, SUITE 2700 CITY: HOUSTON STATE: TX ZIP: 77010 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Verma Dheeraj CENTRAL INDEX KEY: 0001694404 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39004 FILM NUMBER: 21892539 MAIL ADDRESS: STREET 1: 800 CAPITOL STREET, SUITE 3600 CITY: HOUSTON STATE: TX ZIP: 77002 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: QEM VII, LLC CENTRAL INDEX KEY: 0001848427 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39004 FILM NUMBER: 21892541 BUSINESS ADDRESS: STREET 1: 800 CAPITOL ST STREET 2: STE 3600 CITY: HOUSTON STATE: TX ZIP: 77002-2932 BUSINESS PHONE: 713-452-2020 MAIL ADDRESS: STREET 1: 800 CAPITOL ST STREET 2: STE 3600 CITY: HOUSTON STATE: TX ZIP: 77002-2932 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Q-GRG VII (CP) Investment Partners, LLC CENTRAL INDEX KEY: 0001848413 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39004 FILM NUMBER: 21892542 BUSINESS ADDRESS: STREET 1: 800 CAPITOL STREET STREET 2: STE 3600 CITY: HOUSTON STATE: TX ZIP: 77002-2932 BUSINESS PHONE: 713-452-2020 MAIL ADDRESS: STREET 1: 800 CAPITOL STREET STREET 2: STE 3600 CITY: HOUSTON STATE: TX ZIP: 77002-2932 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ChargePoint Holdings, Inc. CENTRAL INDEX KEY: 0001777393 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS TRANSPORTATION EQUIPMENT [3790] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 240 EAST HACIENDA AVENUE CITY: CAMPBELL STATE: CA ZIP: 95008 BUSINESS PHONE: (972) 514-9535 MAIL ADDRESS: STREET 1: 240 EAST HACIENDA AVENUE CITY: CAMPBELL STATE: CA ZIP: 95008 FORMER COMPANY: FORMER CONFORMED NAME: Switchback Energy Acquisition Corp DATE OF NAME CHANGE: 20190521 4 1 form4.xml X0306 4 2021-03-19 0001777393 ChargePoint Holdings, Inc. CHPT 0001848413 Q-GRG VII (CP) Investment Partners, LLC 800 CAPITOL STREET STE 3600 HOUSTON TX 77002-2932 true true See Remarks 0001848427 QEM VII, LLC 800 CAPITOL ST STE 3600 HOUSTON TX 77002-2932 true true See Remarks 0001098463 VANLOH S WIL JR 800 CAPITOL STREET, SUITE 3600 HOUSTON TX 77002 true true See Remarks 0001694404 Verma Dheeraj 800 CAPITOL STREET, SUITE 3600 HOUSTON TX 77002 true true See Remarks Common Stock 2020-03-19 4 A 0 2259022 0 A 25333855 D Pursuant to the terms of that certain Business Combination Agreement and Plan of Reorganization, dated as of September 23, 2020 (the "Business Combination Agreement"), among Switchback Energy Acquisition Corporation (since renamed "ChargePoint Holdings, Inc." and referred to herein as the "Issuer"), Lightning Merger Sub Inc., a wholly owned subsidiary of the Issuer ("Merger Sub"), and ChargePoint, Inc., the Merger Sub merged with and into ChargePoint, Inc. (the "Merger"), the reporting person became entitled to receive shares of the Issuer's Common Stock (the "Earnout Shares") following each of three Triggering Events (as defined in the Business Combination Agreement) that occur within five years of the February 26, 2021 closing of the Merger. The three "Triggering Events" are (i) the date on which the volume-weighted average closing sale price of the Issuer's Common Stock is greater than or equal to $15.00 for any ten trading days within any twenty consecutive trading day period; (ii) the date on which the volume-weighted average closing sale price of the Issuer's Common Stock is greater than or equal to $20.00 for any ten trading days within any twenty consecutive trading day period; and (iii) the dates on which the volume-weighted average closing sale price of the Issuer's Common Stock is greater than or equal to $30.00 for any ten trading days within any twenty consecutive trading day period. In addition, Trigger Events may occur upon a Change of Control (as defined in the Business Combination Agreement). The first two Triggering Events occurred on the same date, and pursuant to the terms of the Business Combination Agreement, the Earnout Shares reported on this Form 4 were issued on March 19, 2021. The issuance of the shares as merger consideration in the Merger transaction, including the receipt of the Earnout Shares reported on this Form 4, was exempt under Rule 16b-3. QEM VII, LLC ("QEM VII") is the managing member of Q-GRG VII (CP) Investment Partners, LLC ("Q-GRG"). Therefore, QEM VII may be deemed to share voting and dispositive power over the securities held by Q-GRG and may also be deemed to be the beneficial owner of these securities. QEM VII disclaims beneficial ownership of such securities in excess of its pecuniary interest in the securities. [continued from footnote 4] Any decision taken by QEM VII to vote, or to direct to vote, and to dispose, or to direct the disposition of, the securities held by Q-GRG has to be approved by a majority of the members of its investment committee, which majority must include S. Wil VanLoh, Jr. and Dheeraj Verma. Therefore, Messrs. VanLoh, Jr. and Verma may be deemed to share voting and dispositive power over the securities held by Q-GRG and may also be deemed to be the beneficial owner of these securities. Messrs. VanLoh, Jr. and Verma disclaim beneficial ownership of such securities in excess of their pecuniary interests in the securities. Q-GRG VII (CP) Investment Partners, LLC may be deemed a director of the Issuer by deputization of Jeffrey Harris, an affiliated director of Q-GRG VII (CP) Investment Partners, LLC, who serves as a director on the Issuer's board of directors. Q-GRG VII (CP) Investment Partners, LLC By: QEM VII, LLC, its managing member /s/ James V. Baird, General Counsel 2021-05-05 QEM VII, LLC /s/ James V. Baird, General Counsel 2021-05-05 /s/ S. Wil VanLoh 2021-05-05 /s/ Dheeraj Verma 2021-05-05