| 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
ChargePoint Holdings, Inc. [ CHPT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/26/2021 | ||||||||||||||||||||||||||
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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 | ||||||
| Common Stock | 02/26/2021 | A | 9,130,762 | A | (1) | 9,130,762 | I | See footnotes(2)(13) | ||
| Common Stock | 02/26/2021 | A | 8,115,159 | A | (1) | 8,115,159 | I | See footnotes(3)(13) | ||
| Common Stock | 02/26/2021 | A | 6,319,434 | A | (1) | 6,319,434 | I | See footnotes(4)(13) | ||
| Common Stock | 02/26/2021 | A | 28,026,451 | A | (1) | 28,026,451 | I | See footnotes(5)(13) | ||
| Common Stock | 02/26/2021 | A | 6,498,802 | A | (1) | 6,498,802 | I | See footnotes(6)(13) | ||
| Common Stock | 02/26/2021 | A | 9,818,807 | A | (1) | 9,818,807 | I | See footnotes(7)(13) | ||
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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 | ||||||||
| Warrant (right to buy) | $9.03 | 02/26/2021 | A | 1,346,598 | 02/26/2021 | 11/16/2028 | Common Stock | 1,346,598 | (8) | 1,346,598 | I | See footnotes(8)(13) | |||
| Warrant (right to buy) | $9.03 | 02/26/2021 | A | 702,573 | 02/26/2021 | 12/21/2028 | Common Stock | 702,573 | (9) | 702,573 | I | See footnotes(9)(13) | |||
| Warrant (right to buy) | $9.03 | 02/26/2021 | A | 117,095 | 02/26/2021 | 02/13/2029 | Common Stock | 117,095 | (10) | 117,095 | I | See footnotes(10)(13) | |||
| Warrant (right to buy) | $6.02 | 02/26/2021 | A | 8,909,527 | 02/26/2021 | 07/31/2030 | Common Stock | 8,909,527 | (11) | 8,909,527 | I | See footnotes(11)(13) | |||
| Warrant (right to buy) | $6.02 | 02/26/2021 | A | 479,897 | 02/26/2021 | 08/04/2030 | Common Stock | 479,897 | (12) | 479,897 | I | See footnotes(12)(13) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. 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, Lightning Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Switchback ("Merger Sub"), and ChargePoint, Inc., a Delaware corporation ("ChargePoint"), the Merger Sub merged with and into ChargePoint Holdings, Inc. (the "Merger"). On the closing date of the Merger, the price of ChargePoint's Common Stock was $30.83 per share. |
| 2. The Shares were received in exchange for 9,161,913 shares of Common Stock of ChargePoint, Inc. The Shares are held directly by Linse Capital CP III, LLC ("Linse III"). Mr. Linse is the managing director of Linse Capital LLC, which is the manager of Linse III. Mr. Linse has sole voting and investment power over the shares held by Linse III. |
| 3. The Shares were received in exchange for 8,142,844 shares of Common Stock of ChargePoint, Inc. in connection with the Merger. The Shares are held directly by Linse Capital CP II, LLC ("Linse II"). Mr. Linse is the managing director of Linse Capital LLC, which is the manager of Linse II. Mr. Linse has sole voting and investment power over the shares held by Linse II. |
| 4. The Shares were received in exchange for 6,340,994 shares of Common Stock of ChargePoint, Inc. in connection with the Merger. The Shares are held directly by Linse Capital CP IV, LLC ("Linse IV"). Mr. Linse is the managing director of Linse Capital LLC, which is the manager of Linse IV. Mr. Linse has sole voting and investment power over the shares held by Linse IV. |
| 5. The Shares were received in exchange for 28,122,065 shares of Common Stock of ChargePoint, Inc. in connection with the Merger. The Shares are held directly by Linse Capital CP, LLC ("Linse I"). Mr. Linse is the managing director of Linse Capital LLC, which is the manager of Linse I. Mr. Linse has sole voting and investment power over the shares held by Linse I. |
| 6. The Shares were received in exchange for 6,520,973 shares of Common Stock of ChargePoint, Inc. in connection with the Merger. The Shares are held directly by Linse Capital CP V, LLC ("Linse V"). Mr. Linse is the managing director of Linse Capital LLC, which is the manager of Linse V. Mr. Linse has sole voting and investment power over the shares held by Linse V. |
| 7. The Shares were received in exchange for 9,421,458 shares of Common Stock of ChargePoint, Inc. in connection with the Merger. The Shares are held directly by Linse Capital CP VI, LLC ("Linse VI"). Linse Capital CP VI GP LP ("Linse GP VI") is the manager of Linse VI, and Linse Capital Management PR LLC ("LCMPR") is the general partner of Linse GP VI. Mr. Linse is the managing director of Linse Capital LLC, which is the manager of LCMPR. Mr. Linse has sole voting and investment power over the shares held by Linse VI. |
| 8. The Warrant was received in exchange for a warrant to purchase 1,351,193 shares of Common Stock of ChargePoint, Inc. in connection with the Merger. The Warrant is held by Linse V. |
| 9. The Warrant was received in exchange for a warrant to purchase 704,970 shares of Common Stock of ChargePoint, Inc. in connection with the Merger. The Warrant is held by Linse V. |
| 10. The Warrant was received in exchange for a warrant to purchase 117,495 shares of Common Stock of ChargePoint, Inc. in connection with the Merger. The Warrant is held by Linse V. |
| 11. The Warrant was received in exchange for a warrant to purchase 8,939,923 shares of Common Stock of ChargePoint, Inc. in connection with the Merger. The Warrant is held by Linse VI. |
| 12. The Warrant was received in exchange for a warrant to purchase 481,535 shares of Common Stock of ChargePoint, Inc. in connection with the Merger. The Warrant is held by Linse VI. |
| 13. Each of the Reporting Persons disclaims beneficial ownership of the securities in this report except to the extent of any pecuniary interest therein, and the filing of this report or the inclusion of the securities in this report shall not be deemed an admission that any of the Reporting Persons is the beneficial owner of the reported securities for purposes of Section 16 or for any other purpose. |
| Remarks: |
| /s/ Michael Linse | 03/02/2021 | |
| /s/ Michael Linse, as Managing Director of Linse Capital LLC, in its capacity as the Manager of Linse Capital CP, LLC | 03/02/2021 | |
| /s/ Michael Linse, as Managing Director of Linse Capital LLC, in its capacity as the Manager of Linse Capital CP II, LLC | 03/02/2021 | |
| /s/ Michael Linse, as Managing Director of Linse Capital LLC, in its capacity as the Manager of Linse Capital CP III, LLC | 03/02/2021 | |
| /s/ Michael Linse, as Managing Director of Linse Capital LLC, in its capacity as the Manager of Linse Capital CP IV, LLC | 03/02/2021 | |
| /s/ Michael Linse, as Managing Director of Linse Capital LLC, in its capacity as the Manager of Linse Capital CP V, LLC | 03/02/2021 | |
| /s/ Michael Linse, as Managing Director of Linse Capital LLC, in its capacity as the Manager of Linse Capital Management PR LLC, in its capacity as the General Partner of Linse Capital CP VI GP LP, in its capacity as the Manager of Linse Capital CP VI LLC | 03/02/2021 | |
| ** 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. | ||