Initial Statement of Beneficial Ownership (3)
December 07 2020 - 04:53PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP
OF SECURITIES
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OMB
APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response... 0.5 |
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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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1. Name
and Address of Reporting Person * Volkswagen Group
of America Investments, LLC |
2. Date of Event Requiring Statement
(MM/DD/YYYY)
11/25/2020
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3. Issuer Name and Ticker or Trading
Symbol QuantumScape Corp [QS] |
(Last)
(First)
(Middle)
2200 FERDINAND PORSCHE DRIVE |
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)_____
Director ___X___
10% Owner
_____ Officer (give title
below) _____
Other (specify below)
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(Street)
HERNDON, VA 20171
(City)
(State)
(Zip)
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5. If Amendment, Date Original
Filed(MM/DD/YYYY)
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6. Individual or Joint/Group
Filing(Check Applicable
Line)___ Form filed by One Reporting
Person
_X_ Form filed by More than One Reporting Person |
Table I - Non-Derivative Securities Beneficially
Owned
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1.Title of Security
(Instr. 4) |
2. Amount of Securities Beneficially Owned
(Instr. 4) |
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) |
4. Nature of Indirect Beneficial Ownership
(Instr. 5) |
Class A Common Stock (par value $0.0001) |
53014769 (1)(2) |
D (3) |
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Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
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1. Title of Derivate Security
(Instr. 4) |
2. Date Exercisable and Expiration Date
(MM/DD/YYYY) |
3. Title and Amount of Securities Underlying
Derivative Security
(Instr. 4) |
4. Conversion or Exercise Price of Derivative
Security |
5. Ownership Form of Derivative Security: Direct (D)
or Indirect (I)
(Instr. 5) |
6. Nature of Indirect Beneficial Ownership
(Instr. 5) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Class B Common Stock (par value $0.0001) |
(4) |
(4) |
Class A Common Stock |
17980436 (1) |
(4) |
D (3) |
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Explanation of
Responses: |
(1) |
These securities were
acquired by the Reporting Persons pursuant to the Business
Combination Agreement among the entity previously known as
QuantumScape Corporation, a privately held Delaware corporation
("Original QuantumScape"), the Issuer (previously known as
Kensington Capital Acquisition Corp.), and Kensington Capital
Merger Sub Corp., a Delaware corporation and wholly owned
subsidiary of the Issuer. Upon the closing of the business
combination on November 25, 2020, Volkswagen Group of America
Investments, LLC's ("VWGoAI") shares in Original QuantumScape were
cancelled and automatically converted into the right to receive a
number of shares of Class A Common Stock or Class B Common Stock of
the Issuer, as applicable, determined in each case by reference to
an "Exchange Ratio" calculated in accordance with the Business
Combination Agreement (totaling 37,793,435 shares of Class A Common
Stock and 17,980,436 shares of Class B Common Stock,
respectively). |
(2) |
Includes 15,221,334 shares
of Class A Common Stock which VWGoAI had previously committed to
acquire as of the closing of the business combination pursuant to a
Series F Preferred Stock Purchase Agreement, dated May 14, 2020
(the "Agreement"), by and between Original QuantumScape and VWGoAI,
as amended on September 3, 2020, and which were acquired on
December 1, 2020. Pursuant to the Agreement, VWGoAI may acquire an
additional 15,221,334 shares of Common A Common Stock subject to
the achievement of certain technical milestones. |
(3) |
These securities are
directly held by VWGoAI, which is a wholly owned subsidiary of
Volkswagen Group of America, Inc., a New Jersey corporation, which
is a wholly owned subsidiary of Volkswagen Aktiengesellschaft, a
public stock corporation organized under the laws of
Germany. |
(4) |
Shares of Class B Common
Stock will convert into shares of Class A Common Stock at VWGoAI's
option or will convert automatically into shares of Class A Common
Stock upon a sale to a third party, in each case, on a one-for-one
basis. |
Remarks:
Exhibit 24 - Power of Attorney |
Reporting
Owners
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Reporting Owner Name / Address |
Relationships
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Director |
10% Owner |
Officer |
Other |
Volkswagen Group of America Investments, LLC
2200 FERDINAND PORSCHE DRIVE
HERNDON, VA 20171 |
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X |
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Volkswagen Group of America, Inc.
2200 FERDINAND PORSCHE DRIVE
HERNDON, VA 20171 |
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X |
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VOLKSWAGEN AG
BERLINER RING 2
WOLFSBURG, 2M 38440 |
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X |
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Signatures
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/s/ Kevin Duke, Kevin Duke, VP & Secretary on
behalf of Volkswagen Group of America Investments,
LLC |
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12/7/2020 |
**Signature of
Reporting Person |
Date |
/s/ Kevin Duke, Kevin Duke, Secretary, Assistant
General Counsel - Corporate Matters on behalf of Volkswagen Group
of America, Inc. |
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12/7/2020 |
**Signature of
Reporting Person |
Date |
/s/ Dominic Lange. Dominic Lange,
Attorney-in-Fact on behalf of Volkswagen
Aktiengesellschaft |
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12/7/2020 |
**Signature of
Reporting Person |
Date |
/s/ Dr. Angela-Kristina Speidel, Dr.
Angela-Kristina Speidel, Attorney-in-Fact on behalf of Volkswagen
Aktiengesellschaft |
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12/7/2020 |
**Signature of
Reporting Person |
Date |