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*
Khan Badar
(Last) (First) (Middle)
C/O EVGO INC.
11835 W. OLYMPIC BLVD. SUITE 900E
(Street)
LOS ANGELES CA 90064
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
EVgo Inc. [ EVGO ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
11/13/2024
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)
Code V Amount (A) or (D) Price
Class A Common Stock 11/13/2024 M 234,741 A (1) 409,971 D
Class A Common Stock 11/13/2024 M 27,268 A (1) 437,239 D
Class A Common Stock 11/13/2024 M 78,247 A (1) 515,486 D
Class A Common Stock 11/14/2024 S 115,023 D $5.1356(4) 400,463 D
Class A Common Stock 11/14/2024 S 13,361 D $5.1356(4) 387,102 D
Class A Common Stock 11/14/2024 S 38,341 D $5.1356(4) 348,761 D
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (1) 11/13/2024 M 234,741 (2) (2) Class A Common Stock 234,741 $0 469,484 D
Restricted Stock Units (1) 11/13/2024 M 27,268 (2) (2) Class A Common Stock 27,268 $0 54,538 D
Performance Based Restricted Stock Units (3) 11/13/2024 M 78,247 (3) (3) Class A Common Stock 78,247 $0 625,978 D
Explanation of Responses:
1. Restricted stock units ("RSUs") awarded under the Issuer's 2021 Long Term Incentive Plan. Each RSU represents the contingent right to receive, upon vesting of the RSU, one share of the Issuer's Class A common stock, $0.0001 par value ("Common Stock").
2. The RSUs will vest in three equal installments on each of the first three anniversaries of November 13, 2023, subject to the Reporting Person's continued employment through the applicable vesting date.
3. Performance-based restricted stock units ("PRSUs") awarded under the Issuer's 2021 Long Term Incentive Plan. Each PRSU represents the contingent right to receive, upon vesting of the PRSU, one share of Common Stock. The PRSUs generally vest in three equal installments on the first three anniversaries of November 13, 2023, provided that the applicable performance goal has been achieved by such date and the Reporting Person's continued employment through the applicable vesting date (and, if not, on the date the applicable performance goal is subsequently achieved), and subject to the continuous service of the Reporting Person through the applicable vesting date. The applicable performance goal for each tranche of PRSUs will be satisfied if the Common Stock achieves a specified per share price for such tranche calculated based on a 20-day volume weighted average price at any time prior to November 13, 2028.
4. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.985 to $5.315, inclusive, pursuant to the Reporting Person's 10b5-1 trading plan adopted on June 10, 2024, which plan also gives effect to the Issuer's mandatory sell to cover policy requiring sales in an amount sufficient to cover tax withholding obligations associated with the vesting events. 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 in the transactions described in this footnote 4.
/s/ Badar Khan by Francine Sullivan, as Attorney-in-Fact 11/15/2024
** 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.
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