SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Linse Michael

(Last)

(First)

(Middle)

53 CALLE PALMERAS, SUITE 601

(Street)

SAN JUAN

00901

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ChargePoint Holdings, Inc. [ CHPT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/07/2024

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/07/2024		J⁽¹⁾		2,550,152	D	$0.00	47,128	I	See footnotes⁽²⁾⁽²⁶⁾
Common Stock	03/08/2024		S		47,128	D	$1.9544⁽³⁾	0	I	See footnotes⁽²⁾⁽²⁶⁾
Common Stock	03/07/2024		J⁽⁴⁾		712,400	D	$0.00	39,652	I	See footnotes⁽⁵⁾⁽²⁶⁾
Common Stock	03/08/2024		S		39,652	D	$1.9544⁽⁶⁾	0	I	See footnotes⁽⁵⁾⁽²⁶⁾
Common Stock	03/07/2024		J⁽⁷⁾		811,047	D	$0.00	35,123	I	See footnotes⁽⁸⁾⁽²⁶⁾
Common Stock	03/08/2024		S		35,123	D	$1.9544⁽⁹⁾	0	I	See footnotes⁽⁸⁾⁽²⁶⁾
Common Stock	03/07/2024		J⁽¹⁰⁾		550,445	D	$0.00	35,193	I	See footnotes⁽¹¹⁾⁽²⁶⁾
Common Stock	03/08/2024		S		35,193	D	$1.9544⁽¹²⁾	0	I	See footnotes⁽¹¹⁾⁽²⁶⁾
Common Stock	03/07/2024		J⁽¹³⁾		498,527	D	$0.00	121,831	I	See footnotes⁽¹⁴⁾⁽²⁶⁾
Common Stock	03/08/2024		S		121,831	D	$1.9544⁽¹⁵⁾	0	I	See footnotes⁽¹⁴⁾⁽²⁶⁾
Common Stock	03/07/2024		J⁽¹⁶⁾		957,494	D	$0.00	30,883	I	See footnotes⁽¹⁷⁾⁽²⁶⁾
Common Stock	03/08/2024		S		30,883	D	$1.9545⁽¹⁸⁾	0	I	See footnotes⁽¹⁷⁾⁽²⁶⁾
Common Stock	03/07/2024		J⁽¹⁹⁾		146,092	D	$0.00	0	I	See footnotes⁽²⁰⁾⁽²⁶⁾
Common Stock	03/07/2024		S		100,000	D	$1.9436⁽²¹⁾	1,209,867	I	See footnotes⁽²²⁾⁽²⁶⁾
Common Stock	03/08/2024		S		1,209,867	D	$1.9544⁽²³⁾	0	I	See footnotes⁽²²⁾⁽²⁶⁾
Common Stock	03/08/2024		S		6,202	D	$1.9544⁽²⁴⁾	0	I	See footnotes⁽²⁵⁾⁽²⁶⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

Linse Michael

(Last)

(First)

(Middle)

53 CALLE PALMERAS, SUITE 601

(Street)

SAN JUAN

00901

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

1. Name and Address of Reporting Person^*

Linse Capital CP VI LLC

(Last)

(First)

(Middle)

200 S. VIRGINIA, 8TH FLOOR, PMB

# 1346127

(Street)

RENO

89501

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Investor

1. Name and Address of Reporting Person^*

Linse Capital LLC

(Last)

(First)

(Middle)

53 CALLE PALMERAS, SUITE 601

(Street)

SAN JUAN

00901

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Investor

1. Name and Address of Reporting Person^*

Linse Capital CP, LLC

(Last)

(First)

(Middle)

53 CALLE PALMERAS, SUITE 601

(Street)

SAN JUAN

00901

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Investor

1. Name and Address of Reporting Person^*

Linse Capital CP II LLC

(Last)

(First)

(Middle)

53 CALLE PALMERAS, SUITE 601

(Street)

SAN JUAN

00901

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Investor

1. Name and Address of Reporting Person^*

Linse Capital CP III, LLC

(Last)

(First)

(Middle)

53 CALLE PALMERAS, SUITE 601

(Street)

SAN JUAN

00901

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Investor

1. Name and Address of Reporting Person^*

Linse Capital CP IV, LLC

(Last)

(First)

(Middle)

53 CALLE PALMERAS, SUITE 601

(Street)

SAN JUAN

00901

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Investor

1. Name and Address of Reporting Person^*

Linse Capital CP V, LLC

(Last)

(First)

(Middle)

53 CALLE PALMERAS, SUITE 601

(Street)

SAN JUAN

00901

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Investor

Explanation of Responses:

1. On March 7, 2024, 2,550,152 shares of Common Stock held by Linse Capital CP, LLC ("Linse I") were distributed to the members and managers of Linse I. Of such distributed shares, 795,052 shares of Common Stock were received by Linse Capital LLC.

2. Consists of securities held directly by Linse I. Mr. Linse is the managing director of Linse Capital LLC, which is the manager of Linse I. Mr. Linse has voting and investment power over the shares held by Linse I.

3. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.8822 to $2.0221, inclusive. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, the issuer or any security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price.

4. On March 7, 2024, 712,400 shares of Common Stock held by Linse Capital CP II, LLC ("Linse II") were distributed to the members and managers of Linse II. Of such distributed shares, 219,122 shares of Common Stock were received by Linse Capital LLC.

5. Consists of securities held directly by Linse II. Mr. Linse is the managing director of Linse Capital LLC, which is the manager of Linse II. Mr. Linse has voting and investment power over the shares held by Linse II.

6. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.8765 to $2.02, inclusive. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, the issuer or any security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price.

7. On March 7, 2024, 811,047 shares of Common Stock held by Linse Capital CP III, LLC ("Linse III") were distributed to the members and managers of Linse III. Of such distributed shares, 123,684 shares of Common Stock were received by Linse Capital LLC.

8. Consists of securities held directly by Linse III. Mr. Linse is the managing director of Linse Capital LLC, which is the manager of Linse III. Mr. Linse has voting and investment power over the shares held by Linse III.

9. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.8817 to $2.0092, inclusive. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, the issuer or any security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price.

10. On March 7, 2024, 550,445 shares of Common Stock held by Linse Capital CP IV, LLC ("Linse IV") were distributed to the members and managers of Linse IV. Of such distributed shares, 79,065 shares of Common Stock were received by Linse Capital LLC.

11. Consists of securities held directly by Linse IV. Mr. Linse is the managing director of Linse Capital LLC, which is the manager of Linse IV. Mr. Linse has voting and investment power over the shares held by Linse IV.

12. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.877 to $2.0108, inclusive. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, the issuer or any security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price.

13. On March 7, 2024, 498,527 shares of Common Stock held by Linse Capital CP V, LLC ("Linse V") were distributed to the members and managers of Linse V. Of such distributed shares, 16,280 shares of Common Stock were received by Linse Capital LLC and 6,202 shares of Common Stock were received by Levitate Capital, LP ("Levitate Capital"). Mr. Linse has voting and investment power over the shares held by Levitate Capital.

14. Consists of securities held directly by Linse V. Mr. Linse is the managing director of Linse Capital LLC, which is the manager of Linse V. Mr. Linse has voting and investment power over the shares held by Linse V.

15. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.8821 to $2.0351, inclusive. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, the issuer or any security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price.

16. On March 7, 2024, 957,494 shares of Common Stock held by Linse Capital CP VI, LLC ("Linse VI") were distributed to the members and managers of Linse VI. Of such distributed shares, 146,092 shares of Common Stock were received by Linse Capital CP VI GP LP ("Linse GP VI").

17. Consists of securities held directly by Linse VI. 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 voting and investment power over the shares held by Linse VI.

18. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.8539 to $2.0215, inclusive. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, the issuer or any security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price.

19. On March 7, 2024, 146,092 shares of Common Stock held by Linse GP VI were distributed to the limited partners and general partners of Linse GP VI. Of such distributed shares, 76,664 shares of Common Stock were received by Linse Capital LLC. As a result of such distribution by Linse GP VI, and those distributions made by Linse I, Linse II, Linse III, Linse IV, Linse V and Linse VI, prior to taking into account the sales reported herein, Linse Capital LLC became the record owner of 1,309,867 shares of Common Stock and Levitate Capital became the record owner of 6,202 shares of Common Stock.

20. Consists of securities held by Linse GP VI. 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.

21. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.9401 to $1.945, inclusive. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, the issuer or any security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price.

22. Consists of securities held directly by Linse Capital LLC. Mr. Linse is the managing director of Linse Capital LLC. Mr. Linse has sole voting and investment power over the shares held by Linse Capital LLC.

23. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.8983 to $2.0327, inclusive. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, the issuer or any security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price.

24. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.5317 to $2.043, inclusive. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, the issuer or any security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price.

25. Consists of securities held directly by Levitate Capital GP LP ("Levitate GP"). Linse Capital Management PR LLC ("LCMPR") is the general partner of Levitate GP. Mr. Linse is the managing director of Linse Capital LLC, which is the manager of LCMPR. Mr. Linse has voting and investment power over the shares held by Levitate GP.

26. 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.

Remarks:

	/s/ Michael Linse	03/11/2024
	/s/ Michael Linse, as Managing Director of Linse Capital LLC	03/11/2024
	/s/ Michael Linse, as Managing Director of Linse Capital LLC, in its capacity as the Manager of Linse Capital CP, LLC	03/11/2024
	/s/ Michael Linse, as Managing Director of Linse Capital LLC, in its capacity as the Manager of Linse Capital CP II, LLC	03/11/2024
	/s/ Michael Linse, as Managing Director of Linse Capital LLC, in its capacity as the Manager of Linse Capital CP III, LLC	03/11/2024
	/s/ Michael Linse, as Managing Director of Linse Capital LLC, in its capacity as the Manager of Linse Capital CP IV, LLC	03/11/2024
	/s/ Michael Linse, as Managing Director of Linse Capital LLC, in its capacity as the Manager of Linse Capital CP V, LLC	03/11/2024
	/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	03/11/2024
	** Signature of Reporting Person	Date
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