4//SEC Filing
VANLOH S WIL JR 4
Accession 0000905148-21-000427
CIK 0001777393other
Filed
May 4, 8:00 PM ET
Accepted
May 5, 2:03 PM ET
Size
12.4 KB
Accession
0000905148-21-000427
Insider Transaction Report
Form 4
Verma Dheeraj
10% OwnerOther
Transactions
- Award
Common Stock
2020-03-19+2,259,022→ 25,333,855 total
QEM VII, LLC
10% OwnerOther
Transactions
- Award
Common Stock
2020-03-19+2,259,022→ 25,333,855 total
Q-GRG VII (CP) Investment Partners, LLC
10% OwnerOther
Transactions
- Award
Common Stock
2020-03-19+2,259,022→ 25,333,855 total
VANLOH S WIL JR
10% OwnerOther
Transactions
- Award
Common Stock
2020-03-19+2,259,022→ 25,333,855 total
Footnotes (5)
- [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]QEM VII, LLC ("QEM VII") is the managing member of Q-GRG VII (CP) Investment Partners, LLC ("Q-GRG"). Therefore, QEM VII may be deemed to share voting and dispositive power over the securities held by Q-GRG and may also be deemed to be the beneficial owner of these securities. QEM VII disclaims beneficial ownership of such securities in excess of its pecuniary interest in the securities.
- [F5][continued from footnote 4] Any decision taken by QEM VII to vote, or to direct to vote, and to dispose, or to direct the disposition of, the securities held by Q-GRG has to be approved by a majority of the members of its investment committee, which majority must include S. Wil VanLoh, Jr. and Dheeraj Verma. Therefore, Messrs. VanLoh, Jr. and Verma may be deemed to share voting and dispositive power over the securities held by Q-GRG and may also be deemed to be the beneficial owner of these securities. Messrs. VanLoh, Jr. and Verma disclaim beneficial ownership of such securities in excess of their pecuniary interests in the securities.
Documents
Issuer
ChargePoint Holdings, Inc.
CIK 0001777393
Entity typeother
Related Parties
1- filerCIK 0001098463
Filing Metadata
- Form type
- 4
- Filed
- May 4, 8:00 PM ET
- Accepted
- May 5, 2:03 PM ET
- Size
- 12.4 KB