4//SEC Filing
NGP Switchback, LLC 4
Accession 0001213900-21-012706
CIK 0001777393other
Filed
Feb 28, 7:00 PM ET
Accepted
Mar 1, 9:43 PM ET
Size
15.6 KB
Accession
0001213900-21-012706
Insider Transaction Report
Form 4
NGP Switchback, LLC
10% Owner
Transactions
- Other
Class B Common Stock
2021-02-26−969,661→ 6,763,280 total→ Class A Common Stock (969,661 underlying) - Other
Private Placement Warrants
2021-02-26$1.50/sh+1,000,000$1,500,000→ 6,521,568 totalExercise: $11.50→ Class A Common Stock (1,000,000 underlying) - Conversion
Class A Common Stock
2021-02-26+6,763,280→ 6,763,280 total - Conversion
Class B Common Stock
2021-02-26−6,763,280→ 0 total→ Class A Common Stock (6,763,280 underlying)
Footnotes (9)
- [F1]In connection with the closing of the business combination (the "Business Combination") between Switchback Energy Acquisition Corporation ("Switchback"), Lightning Merger Sub Inc. and ChargePoint, Inc. on February 26, 2021, the Reporting Person's shares of Class B Common Stock automatically converted into shares of Switchback's Class A Common Stock on a one-for-one basis. Upon consummation of the Business Combination, Switchback changed its name to "ChargePoint Holdings, Inc."
- [F2]The Reporting Person is the record holder of the securities reported herein. Scott McNeill is a manager and the Chief Executive Officer and Chief Financial Officer of the Reporting Person. Jim Mutrie is a manager and the Chief Commercial Officer, General Counsel and Secretary of the Reporting Person. Chris Carter, Scott Gieselman and Sam Stoutner are managers of the Reporting Person. As such, Messrs. McNeill, Mutrie, Carter, Gieselman and Stoutner may be deemed to have or share beneficial ownership of the securities held directly by the Reporting Person.
- [F3]NGP ETP III Investments, LLC directly owns a majority of the limited liability company interests of the Reporting Person. NGP XII US Holdings, L.P. is the sole member of NGP ETP III Investments, LLC, NGP XII Holdings GP, L.L.C. is the sole general partner of NGP XII US Holdings, L.P., and NGP Natural Resources XII, L.P. is the sole member of NGP XII Holdings GP, L.L.C. G.F.W. Energy XII, L.P. is the sole general partner of NGP Natural Resources XII, L.P., and GFW XII, L.L.C. is the sole general partner of G.F.W. Energy XII, L.P. GFW XII, L.L.C. has delegated full power and authority to manage NGP ETP III Investments, LLC to NGP Energy Capital Management, L.L.C.
- [F4]Chris Carter, Tony R. Weber, Craig Glick and Jill Lampert serve on the Executive Committee of NGP Energy Capital Management, L.L.C. Accordingly, each of NGP ETP III Investments, LLC, NGP XII US Holdings, L.P., NGP XII Holdings GP, L.L.C., NGP Natural Resources XII, L.P., G.F.W. Energy XII, L.P., GFW XII, L.L.C., NGP Energy Capital Management, L.L.C., Tony R. Weber, Chris Carter, Craig Glick and Jill Lampert may be deemed to have or share beneficial ownership of the shares held directly by the Reporting Person.
- [F5]The shares of Class B Common Stock are convertible into shares of Switchback's Class A Common Stock on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, and have no expiration date.
- [F6]Immediately prior to the closing of the Business Combination, the Reporting Person irrevocably surrendered and forfeited to Switchback, for no consideration and as a contribution to Switchback's capital, 969,661 shares of Class B Common Stock.
- [F7]In connection with the closing of the Business Combination, the Reporting Person exercised its right to convert a portion of the working capital loans made by the Reporting Person to Switchback into 1,000,000 private warrants at a price of $1.50 per warrant in satisfaction of $1,500,000 principal amount of such loans.
- [F8]The warrants will become exercisable on the later of 30 days after the closing of the Business Combination and 12 months from the closing of Switchback's initial public offering.
- [F9]The warrants will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation, as described in the prospectus for Switchback's initial public offering.
Documents
Issuer
ChargePoint Holdings, Inc.
CIK 0001777393
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001782416
Filing Metadata
- Form type
- 4
- Filed
- Feb 28, 7:00 PM ET
- Accepted
- Mar 1, 9:43 PM ET
- Size
- 15.6 KB