0000899243-21-013224.txt : 20210323 0000899243-21-013224.hdr.sgml : 20210323 20210323200023 ACCESSION NUMBER: 0000899243-21-013224 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210319 FILED AS OF DATE: 20210323 DATE AS OF CHANGE: 20210323 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Linse Capital CP, LLC CENTRAL INDEX KEY: 0001672172 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39004 FILM NUMBER: 21766165 BUSINESS ADDRESS: STREET 1: 1340 ARBOR ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-787-7200 MAIL ADDRESS: STREET 1: 1340 ARBOR ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Linse Capital CP II LLC CENTRAL INDEX KEY: 0001687199 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39004 FILM NUMBER: 21766164 BUSINESS ADDRESS: STREET 1: 1340 ARBOR RD CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-787-7200 MAIL ADDRESS: STREET 1: 1340 ARBOR RD CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Linse Capital CP III, LLC CENTRAL INDEX KEY: 0001698115 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39004 FILM NUMBER: 21766163 BUSINESS ADDRESS: STREET 1: 1340 ARBOR ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: (650) 787-7200 MAIL ADDRESS: STREET 1: 1340 ARBOR ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Linse Michael CENTRAL INDEX KEY: 0001838841 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39004 FILM NUMBER: 21766167 MAIL ADDRESS: STREET 1: 254 E. HACIENDA AVENUE CITY: CAMPBELL STATE: CA ZIP: 95008 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Linse Capital CP V, LLC CENTRAL INDEX KEY: 0001758721 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39004 FILM NUMBER: 21766161 BUSINESS ADDRESS: STREET 1: 1340 ARBOR ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-787-7200 MAIL ADDRESS: STREET 1: 1340 ARBOR ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Linse Capital CP IV, LLC CENTRAL INDEX KEY: 0001725674 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39004 FILM NUMBER: 21766162 BUSINESS ADDRESS: STREET 1: 1340 ARBOR ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-787-7200 MAIL ADDRESS: STREET 1: 1340 ARBOR ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Linse Capital CP VI LLC CENTRAL INDEX KEY: 0001821364 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39004 FILM NUMBER: 21766166 BUSINESS ADDRESS: STREET 1: 3610 WADE STREET CITY: LOS ANGELES STATE: CA ZIP: 90066 BUSINESS PHONE: 650-787-7200 MAIL ADDRESS: STREET 1: 3610 WADE STREET CITY: LOS ANGELES STATE: CA ZIP: 90066 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 doc4.xml FORM 4 SUBMISSION X0306 4 2021-03-19 0 0001777393 ChargePoint Holdings, Inc. CHPT 0001838841 Linse Michael 53 CALLE PALMERAS, SUITE 601 SAN JUAN PR 00901 PUERTO RICO 1 0 1 0 0001821364 Linse Capital CP VI LLC 985 DAMONTE RANCH PARKWAY, SUITE 240 RENO NV 89521 0 0 1 0 0001672172 Linse Capital CP, LLC 53 CALLE PALMERAS, SUITE 601 SAN JUAN PR 00901 PUERTO RICO 0 0 1 0 0001687199 Linse Capital CP II LLC 53 CALLE PALMERAS, SUITE 601 SAN JUAN PR 00901 PUERTO RICO 0 0 1 0 0001698115 Linse Capital CP III, LLC 53 CALLE PALMERAS, SUITE 601 SAN JUAN PR 00901 PUERTO RICO 0 0 1 0 0001725674 Linse Capital CP IV, LLC 53 CALLE PALMERAS, SUITE 601 SAN JUAN PR 00901 PUERTO RICO 0 0 1 0 0001758721 Linse Capital CP V, LLC 53 CALLE PALMERAS, SUITE 601 SAN JUAN PR 00901 PUERTO RICO 0 0 1 0 Common Stock 2021-03-19 4 J 0 1851288 A 29877739 I See Footnotes Common Stock 2021-03-19 4 J 0 536050 A 8651209 I See Footnotes Common Stock 2021-03-19 4 J 0 603136 A 9733898 I See Footnotes Common Stock 2021-03-19 4 J 0 417432 A 6736866 I See Footnotes Common Stock 2021-03-19 4 J 0 572372 A 7071174 I See Footnotes Common Stock 2021-03-19 4 J 0 1268806 A 11087613 I See Footnotes 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 persons 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; (Continued from footnote 1) (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. The Shares are held directly by Linse Capital CP, LLC ("Linse I"). Mr. Linse is the managing director of Linse Capital LLC, which is the manager of Linse I. Mr. Linse has sole voting and investment power over the shares held by Linse I. The Shares are held directly by Linse Capital CP II, LLC ("Linse II"). Mr. Linse is the managing director of Linse Capital LLC, which is the manager of Linse II. Mr. Linse has sole voting and investment power over the shares held by Linse II. The Shares are held directly by Linse Capital CP III, LLC ("Linse III"). Mr. Linse is the managing director of Linse Capital LLC, which is the manager of Linse III. Mr. Linse has the sole voting and investment power over the shares held by Linse III. The Shares are held directly by Linse Capital CP IV, LLC ("Linse IV"). Mr. Linse is the managing director of Linse Capital LLC, which is the manager of Linse IV. Mr. Linse has sole voting and investment power over the shares held by Linse IV. The Shares are held directly by Linse Capital CP V, LLC ("Linse V"). Mr. Linse is the managing director of Linse Capital LLC, which is the manager of Linse V. Mr. Linse has sole voting and investment power over the shares held by Linse V. The Shares are held directly by Linse Capital CP VI, LLC ("Linse VI"). Linse Capital CP VI GP LP ("Linse GP VI") is the manager of Linse VI, and Linse Capital Management PR LLC ("LCMPR") is the general partner of Linse GP VI. Mr. Linse is the managing director of Linse Capital LLC, which is the manager of LCMPR. Mr. Linse has sole voting and investment power over the shares held by Linse VI. Each of the Reporting Persons disclaims beneficial ownership of the securities in this report except to the extent of any pecuniary interest therein, and the filing of this report or the inclusion of the securities in this report shall not be deemed an admission that any of the Reporting Persons is the beneficial owner of the reported securities for purposes of Section 16 or for any other purpose. /s/ Michael Linse 2021-03-23 /s/ Michael Linse, as Managing Director of Linse Capital LLC, in its capacity as the Manager of Linse Capital CP, LLC 2021-03-23 /s/ Michael Linse, as Managing Director of Linse Capital LLC, in its capacity as the Manager of Linse Capital CP II, LLC 2021-03-23 /s/ Michael Linse, as Managing Director of Linse Capital LLC, in its capacity as the Manager of Linse Capital CP III, LLC 2021-03-23 /s/ Michael Linse, as Managing Director of Linse Capital LLC, in its capacity as the Manager of Linse Capital CP IV, LLC 2021-03-23 /s/ Michael Linse, as Managing Director of Linse Capital LLC, in its capacity as the Manager of Linse Capital CP V, LLC 2021-03-23 /s/ Michael Linse, as Managing Director of Linse Capital LLC, in its capacity as the Manager of Linse Capital Management PR LLC, in its capacity as the General Partner of Linse Capital CP VI GP LP, in its capacity as the Manager of Linse Capital CP VI LLC 2021-03-23