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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
QuantumScape Corp [ QS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/06/2023 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Class A Common Stock | 03/06/2023 | C(1) | 2,188,411 | A | (1) | 2,188,411 | I | By Jagdeep Singh 2020 Annuity Trust A dated September 1, 2020 | ||
Class A Common Stock | 03/06/2023 | G(2) | 2,188,411 | D | $0.00 | 0 | I | By Jagdeep Singh 2020 Annuity Trust A dated September 1, 2020 | ||
Class A Common Stock | 03/06/2023 | G(2) | 2,188,411 | A | $0.00 | 2,188,411 | I | By Trusts(3) | ||
Class A Common Stock | 03/06/2023 | C(1) | 2,188,411 | A | (1) | 2,188,411 | I | By Roshni Singh 2020 Annuity Trust A dated September 1, 2020 | ||
Class A Common Stock | 03/06/2023 | G(2) | 2,188,411 | D | $0.00 | 0 | I | By Roshni Singh 2020 Annuity Trust A dated September 1, 2020 | ||
Class A Common Stock | 03/06/2023 | G(2) | 2,188,411 | A | $0.00 | 2,188,411 | I | By Trusts(3) | ||
Class A Common Stock | 03/06/2023 | C(1) | 478,747 | A | (1) | 1,449,624 | I | By: The Singh Family TR DTD 10/3/96(4) | ||
Class A Common Stock | 03/06/2023 | S(5) | 478,747 | D | $9.0333(6) | 970,877 | I | By: The Singh Family TR DTD 10/3/96(4) | ||
Class A Common Stock | 03/07/2023 | C(1) | 301,406 | A | (1) | 1,272,283 | I | By: The Singh Family TR DTD 10/3/96(4) | ||
Class A Common Stock | 03/07/2023 | S(5) | 301,406 | D | $8.3742(7) | 970,877 | I | By: The Singh Family TR DTD 10/3/96(4) | ||
Class A Common Stock | 03/08/2023 | C(1) | 355,000 | A | (1) | 1,325,877 | I | By: The Singh Family TR DTD 10/3/96(4) | ||
Class A Common Stock | 03/08/2023 | S(5) | 355,000 | D | $7.7771(8) | 970,877 | I | By: The Singh Family TR DTD 10/3/96(4) | ||
Class A Common Stock | 2,650,596(9) | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Class B Common Stock | (10) | 03/06/2023 | C(2) | 2,188,411 | (10) | (10) | Class A Common Stock | 2,188,411 | (10) | 0 | I | By Jagdeep Singh 2020 Annuity Trust A dated September 1, 2020 | |||
Class B Common Stock | (10) | 03/06/2023 | C(2) | 2,188,411 | (10) | (10) | Class A Common Stock | 2,188,411 | (10) | 0 | I | By Roshni Singh 2020 Annuity Trust A dated September 1, 2020 | |||
Stock Option (right to buy) | $0.6439 | 03/06/2023 | M(5) | 852,630 | 02/13/2014 | 04/08/2023 | Class B Common Stock | 852,630 | $0.00 | 2,193,212 | D | ||||
Class B Common Stock | (10) | 03/06/2023 | C | 478,747 | (10) | (10) | Class A Common Stock | 478,747 | (10) | 1,714,465 | D(4) | ||||
Stock Option (right to buy) | $0.6439 | 03/07/2023 | M(5) | 534,166 | 02/13/2014 | 04/08/2023 | Class B Common Stock | 534,166 | $0.00 | 2,248,631 | D | ||||
Class B Common Stock | (10) | 03/07/2023 | C | 301,406 | (10) | (10) | Class A Common Stock | 301,406 | (10) | 1,947,225 | D(4) | ||||
Stock Option (right to buy) | $0.6439 | 03/08/2023 | M(5) | 624,078 | 02/13/2014 | 04/08/2023 | Class B Common Stock | 624,078 | $0.00 | 2,571,303 | D | ||||
Class B Common Stock | (10) | 03/08/2023 | C | 355,000 | (10) | (10) | Class A Common Stock | 355,000 | (10) | 2,216,303 | D(4) | ||||
Class B Common Stock | (10) | (10) | (10) | Class A Common Stock | 9,208,063 | 9,208,063 | I | By: The Singh Family TR DTD 10/3/96 |
Explanation of Responses: |
1. Immediately upon disposition, the shares of Class B Common Stock were automatically converted into shares of Class A Common Stock on a one-to-one basis, in accordance with the Issuer's Amended and Restated Certificate of Incorporation. |
2. Compulsory transfers of shares from Reporting Person's trust to estate planning trusts for no consideration based on terms originally entered into in September 2020. |
3. The Reporting Person's family members are beneficiaries of the trusts. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. |
4. Immediately prior to the conversion and sale of the shares, such shares were registered in the name of the Reporting Person's family trust. |
5. Sales to cover estimated taxes and costs associated with the exercise of expiring options. The options were granted in April 2013 and due to expire April 2023. |
6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.64 to $9.37, inclusive. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this Form 4. |
7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.23 to $8.73, inclusive. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this Form 4. |
8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.64 to $8.14, inclusive. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this Form 4. |
9. Includes 1,508,154 shares represented by restricted stock units ("RSUs"). Each RSU represents the Reporting Person's right to receive one share of Class A Common Stock of the Issuer. A portion of the RSUs vest each quarter, subject to the Reporting Person's continued service as of each vesting date. |
10. Each share of Class B Common Stock is convertible at any time into Class A Common Stock on a one-to-one basis and has no expiration date in accordance with the Issuer's Amended and Restated Certificate of Incorporation. |
Remarks: |
/s/ Michael O. McCarthy III, Attorney-in-Fact | 03/08/2023 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |