0001213900-21-012706.txt : 20210301 0001213900-21-012706.hdr.sgml : 20210301 20210301214300 ACCESSION NUMBER: 0001213900-21-012706 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210226 FILED AS OF DATE: 20210301 DATE AS OF CHANGE: 20210301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NGP Switchback, LLC CENTRAL INDEX KEY: 0001782416 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39004 FILM NUMBER: 21701051 BUSINESS ADDRESS: STREET 1: 5949 SHERRY LANE STREET 2: SUITE1010 CITY: DALLAS STATE: TX ZIP: 75225 BUSINESS PHONE: (972) 432-1440 MAIL ADDRESS: STREET 1: 5949 SHERRY LANE STREET 2: SUITE1010 CITY: DALLAS STATE: TX ZIP: 75225 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 ownership.xml OWNERSHIP DOCUMENT X0306 4 2021-02-26 1 0001777393 ChargePoint Holdings, Inc. CHPT 0001782416 NGP Switchback, LLC 5949 SHERRY LANE, SUITE 1010 DALLAS TX 75225 0 0 1 0 Class A Common Stock 2021-02-26 4 C 0 6763280 A 6763280 D Class B Common Stock 2021-02-26 4 J 0 969661 D Class A Common Stock 969661 6763280 D Class B Common Stock 2021-02-26 4 C 0 6763280 D Class A Common Stock 6763280 0 D Private Placement Warrants 11.50 2021-02-26 4 J 0 1000000 1.50 A Class A Common Stock 1000000 6521568 D In connection with the closing of the business combination (the "Business Combination") between Switchback Energy Acquisition Corporation ("Switchback"), Lightning Merger Sub Inc. and ChargePoint, Inc. on February 26, 2021, the Reporting Person's shares of Class B Common Stock automatically converted into shares of Switchback's Class A Common Stock on a one-for-one basis. Upon consummation of the Business Combination, Switchback changed its name to "ChargePoint Holdings, Inc." The Reporting Person is the record holder of the securities reported herein. Scott McNeill is a manager and the Chief Executive Officer and Chief Financial Officer of the Reporting Person. Jim Mutrie is a manager and the Chief Commercial Officer, General Counsel and Secretary of the Reporting Person. Chris Carter, Scott Gieselman and Sam Stoutner are managers of the Reporting Person. As such, Messrs. McNeill, Mutrie, Carter, Gieselman and Stoutner may be deemed to have or share beneficial ownership of the securities held directly by the Reporting Person. NGP ETP III Investments, LLC directly owns a majority of the limited liability company interests of the Reporting Person. NGP XII US Holdings, L.P. is the sole member of NGP ETP III Investments, LLC, NGP XII Holdings GP, L.L.C. is the sole general partner of NGP XII US Holdings, L.P., and NGP Natural Resources XII, L.P. is the sole member of NGP XII Holdings GP, L.L.C. G.F.W. Energy XII, L.P. is the sole general partner of NGP Natural Resources XII, L.P., and GFW XII, L.L.C. is the sole general partner of G.F.W. Energy XII, L.P. GFW XII, L.L.C. has delegated full power and authority to manage NGP ETP III Investments, LLC to NGP Energy Capital Management, L.L.C. Chris Carter, Tony R. Weber, Craig Glick and Jill Lampert serve on the Executive Committee of NGP Energy Capital Management, L.L.C. Accordingly, each of NGP ETP III Investments, LLC, NGP XII US Holdings, L.P., NGP XII Holdings GP, L.L.C., NGP Natural Resources XII, L.P., G.F.W. Energy XII, L.P., GFW XII, L.L.C., NGP Energy Capital Management, L.L.C., Tony R. Weber, Chris Carter, Craig Glick and Jill Lampert may be deemed to have or share beneficial ownership of the shares held directly by the Reporting Person. The shares of Class B Common Stock are convertible into shares of Switchback's Class A Common Stock on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, and have no expiration date. Immediately prior to the closing of the Business Combination, the Reporting Person irrevocably surrendered and forfeited to Switchback, for no consideration and as a contribution to Switchback's capital, 969,661 shares of Class B Common Stock. In connection with the closing of the Business Combination, the Reporting Person exercised its right to convert a portion of the working capital loans made by the Reporting Person to Switchback into 1,000,000 private warrants at a price of $1.50 per warrant in satisfaction of $1,500,000 principal amount of such loans. The warrants will become exercisable on the later of 30 days after the closing of the Business Combination and 12 months from the closing of Switchback's initial public offering. The warrants will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation, as described in the prospectus for Switchback's initial public offering. /s/ Jim Mutrie, as Attorney-in-Fact 2021-03-01