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^*

MIRRO JUSTIN E

(Last)

(First)

(Middle)

C/O QUANTUMSCAPE CORPORATION

1730 TECHNOLOGY DRIVE

(Street)

SAN JOSE

95110

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
QuantumScape Corp [ QS ]

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)
11/25/2020

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	11/25/2020		C		5,750,000	A	⁽¹⁾	5,750,000	I	See footnote⁽²⁾
Class A Common Stock	11/25/2020		J⁽³⁾		1,744,898	D	⁽⁴⁾	4,005,102	I	See footnote⁽²⁾
Class A Common Stock	11/25/2020		J⁽⁴⁾		1,144,898	A	⁽⁵⁾	1,144,898	I	See footnote⁽⁵⁾
Class A Common Stock	11/25/2020		J⁽⁶⁾		300,000	A	⁽⁴⁾	300,000	I	See footnote⁽⁷⁾
Class A Common Stock	11/25/2020		J⁽⁸⁾		300,000	A	⁽⁴⁾	300,000	I	See footnote⁽⁹⁾

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	⁽¹⁾	11/25/2020		C			5,750,000⁽¹⁰⁾	⁽¹⁾	⁽¹⁾	Class A Common Stock	5,750,000	$0.00	0	I	See footnote⁽¹¹⁾
Private Placement Warrants	⁽¹²⁾	11/25/2020		J		804,357		⁽¹²⁾	⁽¹²⁾	Class A Common Stock	804,357	⁽¹²⁾	804,357	I	See footnote⁽¹³⁾

Explanation of Responses:

1. As described in the Issuer's Registration Statement on Form S-1 (File No. 333-239053) under the heading "Description of Securities-Founder Shares", the Issuer's shares of Class B Common Stock, par value $0.0001 per share, automatically converted into the Issuer's shares of Class A Common Stock, par value $0.0001 per share, at the time of the Issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.

2. As a managing member of the managing member of Kensington Capital Sponsor LLC (the "Sponsor"), the Reporting Person may be deemed to share beneficial ownership of the shares of Class A Common Stock held directly by the Sponsor, and disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

3. These Class A Common Stock shares were distributed by Kensington Capital Sponsor LLC to its members following the Issuer's initial business combination on November 25, 2020.

4. These shares were acquired by Kensington Capital Partners, LLC, for which Reporting Person is the managing member and sole owner, by virtue of a distribution of Class A Common Stock by Kensington Capital Sponsor LLC to its members following Issuer's initial business combination on November 25, 2020.

5. Held of record by Kensington Capital Partners, LLC, for which Reporting Person is the managing member and sole owner, by virtue of a distribution of Class A Common Stock by Kensington Capital Sponsor LLC to its members following Issuer's initial business combination on November 25, 2020.

6. These shares were acquired by the Justin E. Mirro 2020 Qualified Annuity Trust under agreement dated June 27, 2020, for which the Reporting Person serves as trustee, by virtue of a distribution of Class A Common Stock by Kensington Capital Sponsor LLC to its members following Issuer's initial business combination on November 25, 2020.

7. Held of record by the Justin E. Mirro 2020 Qualified Annuity Trust under agreement dated June 27, 2020, for which the Reporting Person serves as trustee. The Reporting Person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

8. These shares were acquired by the Kensington Capital Trust under agreement dated June 27, 2020, for which the Reporting Person's spouse serves as a trustee, by virtue of a distribution of Class A Common Stock by Kensington Capital Sponsor LLC to its members following Issuer's initial business combination on November 25, 2020.

9. Held of record by the Kensington Capital Trust under agreement dated June 27, 2020, for which the Reporting Person's spouse serves as a trustee. The Reporting Person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

10. These shares represent Class B Common Stock held by the Sponsor that were acquired pursuant to a subscription agreement by and between the Sponsor and the Issuer.

11. As a managing member of the managing member of the Sponsor, the Reporting Person may be deemed to share beneficial ownership of the shares of Class B Common Stock held directly by the Sponsor, and disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

12. These securities were acquired by Kensington Capital Partners, LLC, for which Reporting Person is the managing member and sole owner, by virtue of a distribution of warrants exercisable for shares of Class A Common Stock by Kensington Capital Sponsor LLC to its members following Issuer's initial business combination on November 25, 2020.

13. Held of record by Kensington Capital Partners, LLC, for which the Reporting Person is the managing member and sole owner, by virtue of a distribution of warrants exercisable for shares of Class A Common Stock by Kensington Capital Sponsor LLC to its members following Issuer's initial business combination on November 25, 2020.

Remarks:

	/s/ Michael O. McCarthy III, Attorney-in-Fact	11/30/2020
	** 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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