4//SEC Filing
Burghardt Christopher 4
Accession 0000899243-21-013200
CIK 0001777393other
Filed
Mar 22, 8:00 PM ET
Accepted
Mar 23, 7:36 PM ET
Size
8.5 KB
Accession
0000899243-21-013200
Insider Transaction Report
Form 4
Burghardt Christopher
Managing Director, Europe
Transactions
- Other
Common Stock
2021-03-19+35,798→ 472,309 total - Tax Payment
Common Stock
2021-03-19$27.84/sh−3,447$95,964→ 468,862 total
Footnotes (4)
- [F1]Pursuant to the terms of that certain Business Combination Agreement and Plan of Reorganization, dated as of September 23, 2020 (the "Business Combination Agreement"), among Switchback Energy Acquisition Corporation (since renamed "ChargePoint Holdings, Inc." and referred to herein as the "Issuer"), Lightning Merger Sub Inc., a wholly owned subsidiary of the Issuer ("Merger Sub"), and ChargePoint, Inc., the Merger Sub merged with and into ChargePoint, Inc. (the "Merger"), the reporting person became entitled to receive shares of the Issuer's Common Stock (the "Earnout Shares") following each of three Triggering Events (as defined in the Business Combination Agreement) that occur within five years of the February 26, 2021 closing of the Merger.
- [F2]The three "Triggering Events" are (i) the date on which the volume-weighted average closing sale price of the Issuer's Common Stock is greater than or equal to $15.00 for any ten trading days within any twenty consecutive trading day period; (ii) the date on which the volume-weighted average closing sale price of the Issuer's Common Stock is greater than or equal to $20.00 for any ten trading days within any twenty consecutive trading day period; and (iii) the dates on which the volume-weighted average closing sale price of the Issuer's Common Stock is greater than or equal to $30.00 for any ten trading days within any twenty consecutive trading day period. In addition, Trigger Events may occur upon a Change of Control (as defined in the Business Combination Agreement).
- [F3]The first two Triggering Events occurred on the same date, and pursuant to the terms of the Business Combination Agreement, the Earnout Shares reported on this Form 4 were issued on March 19, 2021. The issuance of the shares as merger consideration in the Merger transaction, including the receipt of the Earnout Shares reported on this Form 4, was exempt under Rule 16b-3.
- [F4]The shares were withheld to satisfy tax withholding obligations.
Documents
Issuer
ChargePoint Holdings, Inc.
CIK 0001777393
Entity typeother
Related Parties
1- filerCIK 0001837941
Filing Metadata
- Form type
- 4
- Filed
- Mar 22, 8:00 PM ET
- Accepted
- Mar 23, 7:36 PM ET
- Size
- 8.5 KB