SEC Form SC 13D/A filed by ChargePoint Holdings Inc. (Amendment)
CUSIP No. 15961R105
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SCHEDULE 13D
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Page 2 of 7
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1
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NAMES OF REPORTING PERSONS
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||||
Q-GRG VII (CP) Investment Partners, LLC
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|||||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
3
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SEC USE ONLY
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||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
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||||
OO (See Item 3)
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|||||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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|||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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||||
Delaware
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|||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|||
0
|
|||||
8
|
SHARED VOTING POWER
|
||||
37,587,439 (1)
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|||||
9
|
SOLE DISPOSITIVE POWER
|
||||
0
|
|||||
10
|
SHARED DISPOSITIVE POWER
|
||||
37,587,439 (1)
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
37,587,439 (1)
|
|||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
☐
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||||
11.3% (2)
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|||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||
OO (Limited Liability Company)
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|||||
1. |
This amount includes 11,124,073 shares of Common Stock (as defined herein) over which the Reporting Person has the right to acquire beneficial ownership upon exercise of Warrants (as defined herein), which are
currently exercisable.
|
2. |
Calculation is based on the sum of (i) approximately 320,298,423 shares of Common Stock outstanding, based on information from the Issuer, plus (ii) the 11,124,073 shares of Common Stock issuable upon exercise of
Warrants beneficially owned by the Reporting Person, which have been added to the total shares of Common Stock outstanding in accordance with Rule 13d-3(d)(3) under the Act.
|
CUSIP No. 15961R105
|
SCHEDULE 13D
|
Page 3 of 7
|
1
|
NAMES OF REPORTING PERSONS
|
||||
QEM VII, LLC
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
3
|
SEC USE ONLY
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
||||
OO (See Item 3)
|
|||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
☐
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||||
Delaware
|
|||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|||
0
|
|||||
8
|
SHARED VOTING POWER
|
||||
37,587,439 (1)
|
|||||
9
|
SOLE DISPOSITIVE POWER
|
||||
0
|
|||||
10
|
SHARED DISPOSITIVE POWER
|
||||
37,587,439 (1)
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
37,587,439 (1)
|
|||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
☐
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||||
11.3% (2)
|
|||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||
HC, OO (Limited Liability Company)
|
|||||
1. |
This amount includes 11,124,073 shares of Common Stock (as defined herein) over which the Reporting Person has the right to acquire beneficial ownership upon exercise of Warrants (as defined herein), which are
currently exercisable.
|
2. |
Calculation is based on the sum of (i) approximately 320,298,423 shares of Common Stock outstanding, based on information from the Issuer, plus (ii) the 11,124,073 shares of Common Stock issuable upon exercise of
Warrants beneficially owned by the Reporting Person, which have been added to the total shares of Common Stock outstanding in accordance with Rule 13d-3(d)(3) under the Act.
|
CUSIP No. 15961R105
|
SCHEDULE 13D
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Page 4 of 7
|
1
|
NAMES OF REPORTING PERSONS
|
||||
S. Wil VanLoh, Jr.
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
3
|
SEC USE ONLY
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
||||
OO (See Item 3)
|
|||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
☐
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||||
United States of America
|
|||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|||
0
|
|||||
8
|
SHARED VOTING POWER
|
||||
37,587,439 (1)
|
|||||
9
|
SOLE DISPOSITIVE POWER
|
||||
0
|
|||||
10
|
SHARED DISPOSITIVE POWER
|
||||
37,587,439 (1)
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
37,587,439 (1)
|
|||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
☐
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||||
11.3% (2)
|
|||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||
IN, HC
|
|||||
1. |
This amount includes 11,124,073 shares of Common Stock (as defined herein) over which the Reporting Person has the right to acquire beneficial ownership upon exercise of Warrants (as defined herein), which are
currently exercisable.
|
2. |
Calculation is based on the sum of (i) approximately 320,298,423 shares of Common Stock outstanding, based on information from the Issuer, plus (ii) the 11,124,073 shares of Common Stock issuable upon exercise of
Warrants beneficially owned by the Reporting Person, which have been added to the total shares of Common Stock outstanding in accordance with Rule 13d-3(d)(3) under the Act.
|
CUSIP No. 15961R105
|
SCHEDULE 13D
|
Page 5 of 7
|
1
|
NAMES OF REPORTING PERSONS
|
||||
Dheeraj Verma
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
3
|
SEC USE ONLY
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
||||
OO (See Item 3)
|
|||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
☐
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||||
United States of America
|
|||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|||
0
|
|||||
8
|
SHARED VOTING POWER
|
||||
37,587,439 (1)
|
|||||
9
|
SOLE DISPOSITIVE POWER
|
||||
0
|
|||||
10
|
SHARED DISPOSITIVE POWER
|
||||
37,587,439 (1)
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
37,587,439 (1)
|
|||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
☐
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||||
11.3% (2)
|
|||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||
IN, HC
|
|||||
1. |
This amount includes 11,124,073 shares of Common Stock (as defined herein) over which the Reporting Person has the right to acquire beneficial ownership upon exercise of Warrants (as defined herein), which are
currently exercisable.
|
2. |
Calculation is based on the sum of (i) approximately 320,298,423 shares of Common Stock outstanding, based on information from the Issuer, plus (ii) the 11,124,073 shares of Common Stock issuable upon exercise of
Warrants beneficially owned by the Reporting Person, which have been added to the total shares of Common Stock outstanding in accordance with Rule 13d-3(d)(3) under the Act.
|
CUSIP No. 15961R105
|
SCHEDULE 13D
|
Page 6 of 7
|
Item 1. |
SECURITY AND ISSUER
|
Item 3. |
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
|
Item 5. |
INTEREST IN SECURITIES OF THE ISSUER
|
CUSIP No. 15961R105
|
SCHEDULE 13D
|
Page 7 of 7
|
Q-GRG VII (CP) Investment
Partners, LLC
|
|||
|
By:
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/s/ James V. Baird | |
Name: James V. Baird | |||
Title: General Counsel | |||
QEM VII, LLC | |||
|
By:
|
/s/ James V. Baird | |
Name: James V. Baird | |||
Title: General Counsel | |||
S. WIL VANLOH, JR.
|
|||
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By:
|
/s/ S. Wil VanLoh, Jr. |
|
S. Wil VanLoh, Jr. | |||
DHEERAJ VERMA | |||
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By:
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/s/ Dheeraj Verma | |
Dheeraj Verma |