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).

1. Name and Address of Reporting Person^*

NGP Switchback, LLC

(Last)

(First)

(Middle)

5949 SHERRY LANE, SUITE 1010

(Street)

DALLAS

75225

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
Class A Common Stock	02/26/2021		C		6,763,280	A	⁽¹⁾	6,763,280	D⁽²⁾⁽³⁾⁽⁴⁾

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)
Class B Common Stock	⁽⁵⁾	02/26/2021		J⁽⁶⁾			969,661	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	969,661	⁽⁶⁾	6,763,280	D⁽²⁾⁽³⁾⁽⁴⁾
Class B Common Stock	⁽¹⁾	02/26/2021		C			6,763,280	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	6,763,280	⁽¹⁾	0	D⁽²⁾⁽³⁾⁽⁴⁾
Private Placement Warrants	$11.5	02/26/2021		J⁽⁷⁾		1,000,000		⁽⁸⁾	⁽⁹⁾	Class A Common Stock	1,000,000	$1.5	6,521,568	D⁽²⁾⁽³⁾⁽⁴⁾

Explanation of Responses:

1. 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."

2. 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.

3. 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.

4. 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.

5. 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.

6. 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.

7. 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.

8. 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.

9. 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	03/01/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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