0000899243-21-013220.txt : 20210323 0000899243-21-013220.hdr.sgml : 20210323 20210323195145 ACCESSION NUMBER: 0000899243-21-013220 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: Suslak Neil S CENTRAL INDEX KEY: 0001839057 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39004 FILM NUMBER: 21766147 MAIL ADDRESS: STREET 1: 254 E. HACIENDA AVENUE CITY: CAMPBELL STATE: CA ZIP: 95008 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 0001839057 Suslak Neil S 350 MADISON AVENUE, 23RD FLOOR NEW YORK NY 10017 1 0 0 0 Common Stock 2021-03-19 4 J 0 198114 0.00 A 1731275 I See Footnote Common Stock 2021-03-19 4 J 0 21104 0.00 A 340599 I See Footnote Common Stock 2021-03-19 4 J 0 162432 0.00 A 2621439 I See Footnote Common Stock 2021-03-19 4 J 0 698556 0.00 A 11244604 I See Footnote Common Stock 2021-03-19 4 J 0 53256 0.00 A 859502 I See Footnote Common Stock 2021-03-19 4 J 0 187782 0.00 A 2937621 I See Footnote 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; (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 Braemar ChargePoint Investments III, LLC (together with the entities listed in footnotes (5)-(9), the "Braemar Funds"). The Shares are held directly by Braemar CP Investments 2019 LLC. The Shares are held directly by Braemar CP Investments II 2020, LLC. The Shares are held directly by Braemar Energy Ventures III, L.P. The Shares are held directly by ChargePoint Investments II, LLC. The Shares are held directly by ChargePoint Investments LLC. Mr. Suslak is the Managing Partner of Braemar Energy Ventures, which is the General Partner of each of the Braemar Funds. Mr. Suslak shares voting and investment power over the shares held by each of the Braemar Funds with William D. Lese and Donald F. Tappan, III. Each of Messrs. Suslak, Lese and Tappan disclaim beneficial ownership of the securities held by the Braemar Funds. /s/ Henrik Gerdes, Attorney-in-Fact 2021-03-23