Statement of Ownership (sc 13g)
February 12 2021 - 5:32PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
QuantumScape
Corporation
(Name of Issuer)
Class A Common Stock, $0.0001 par value per share
(Title of Class of Securities)
74767V 109
(CUSIP
Number)
December 31, 2020
(Date of Event Which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒
Rule 13d-1(d)
*
|
The remainder of this cover page shall be filled out for a reporting persons initial filing on this form
with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
|
The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of
the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
|
|
|
|
|
CUSIP No. 74767V 109
|
|
13G
|
|
Page
2
of 8 Pages
|
|
|
|
|
|
|
|
1
|
|
NAMES OF REPORTING PERSONS
Khosla Ventures III, L.P.
|
2
|
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒ (1)
|
3
|
|
SEC USE ONLY
|
4
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware, United States of
America
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
|
5
|
|
SOLE VOTING POWER
0
|
|
6
|
|
SHARED VOTING POWER
35,440,404(2)
|
|
7
|
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
|
SHARED DISPOSITIVE POWER
35,440,404
(2)
|
|
|
|
|
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,440,404 (2)
|
10
|
|
CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
|
11
|
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
14.9% (3)
|
12
|
|
TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS)
PN
|
(1)
|
This statement on Schedule 13G is filed by Khosla Ventures III, L.P. (KV III), Khosla Ventures
Associates III, LLC (KVA III), VK Services, LLC (VK Services) and Vinod Khosla (Khosla, together with KV III, KVA III and VK Services collectively, the Reporting Persons). The Reporting Persons
expressly disclaim status as a group for purposes of this Schedule 13G.
|
(2)
|
All of the shares of Class A Common Stock and Class B Common Stock are owned by KV III, of which KVA
III is the general partner. Khosla is the managing member of VK Services, which is the manager of KVA III. As such, each of KVA III, VK Services and Khosla possesses power to direct the voting and disposition of the shares owned by KV III, and each
of KVA III, VK Services and Khosla may be deemed to have indirect beneficial ownership of such shares.
|
(3)
|
The percentages set forth on the cover sheets assume the conversion of all such Reporting Persons
Class B Common Stock into Class A Common Stock and are calculated based on 207,696,594 shares of Class A Common Stock and 156,263,710 Class B Common Stock outstanding as of December 23, 2020 as set forth in the Issuers
Rule 424(b)(3) prospectus as filed with the Securities and Exchange Commission on December 31, 2020 (the Prospectus).
|
|
|
|
|
|
CUSIP No. 74767V 109
|
|
13G
|
|
Page
3
of 8 Pages
|
|
|
|
|
|
|
|
1
|
|
NAMES OF REPORTING PERSONS
Khosla Ventures Associates III, LLC
|
2
|
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒ (1)
|
3
|
|
SEC USE ONLY
|
4
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware, United States of
America
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
|
5
|
|
SOLE VOTING POWER
0
|
|
6
|
|
SHARED VOTING POWER
35,440,404 (2)
|
|
7
|
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
|
SHARED DISPOSITIVE POWER
35,440,404
(2)
|
|
|
|
|
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,440,404 (2)
|
10
|
|
CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
|
11
|
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
14.9%(3)
|
12
|
|
TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS)
OO
|
(1)
|
This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim
status as a group for purposes of this Schedule 13G.
|
(2)
|
All of the shares beneficially owned by KVA III are comprised of Class A and Class B Common Stock held by KV
III, of which KVA III is the general partner. Khosla is the managing member of VK Services, which is the manager of KVA III. As such, each of KVA III, VK Services and Khosla possesses power to direct the voting and disposition of the shares owned by
KV III, and each of KVA III, VK Services and Khosla may be deemed to have indirect beneficial ownership of such shares. KVA III holds no shares of the Issuer directly.
|
(3)
|
The percentages set forth on the cover sheets assume the conversion of all such Reporting Persons Class B
Common Stock into Class A Common Stock and are calculated based on 207,696,594 shares of Class A Common Stock and 156,263,710 Class B Common Stock outstanding as of December 23, 2020 as set forth in the Prospectus.
|
|
|
|
|
|
CUSIP No. 74767V 109
|
|
13G
|
|
Page
4
of 8 Pages
|
|
|
|
|
|
|
|
1
|
|
NAMES OF REPORTING PERSONS
VK Services, LLC
|
2
|
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒ (1)
|
3
|
|
SEC USE ONLY
|
4
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware, United States of
America
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
|
5
|
|
SOLE VOTING POWER
0
|
|
6
|
|
SHARED VOTING POWER
35,440,404 (2)
|
|
7
|
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
|
SHARED DISPOSITIVE POWER
35,440,404
(2)
|
|
|
|
|
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,440,404 (2)
|
10
|
|
CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
|
11
|
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
14.9%(3)
|
12
|
|
TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS)
OO
|
(1)
|
This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim
status as a group for purposes of this Schedule 13G.
|
(2)
|
All of the shares beneficially owned by VK Services are comprised of Class A and Class B Common Stock held by
KV III, of which KVA III is the general partner. Khosla is the managing member of VK Services, which is the manager of KVA III. As such, each of KVA III, VK Services and Khosla possesses power to direct the voting and disposition of the shares owned
by KV III, and each of KVA III, VK Services and Khosla may be deemed to have indirect beneficial ownership of such shares. VK Services holds no shares of the Issuer directly.
|
(3)
|
The percentages set forth on the cover sheets assume the conversion of all such Reporting Persons Class B
Common Stock into Class A Common Stock and are calculated based on 207,696,594 shares of Class A Common Stock and 156,263,710 Class B Common Stock outstanding as of December 23, 2020 as set forth in the Prospectus.
|
|
|
|
|
|
CUSIP No. 74767V 109
|
|
13G
|
|
Page
5
of 8 Pages
|
|
|
|
|
|
|
|
1
|
|
NAMES OF REPORTING PERSONS
Vinod Khosla
|
2
|
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒ (1)
|
3
|
|
SEC USE ONLY
|
4
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
United States of
America
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
|
5
|
|
SOLE VOTING POWER
0
|
|
6
|
|
SHARED VOTING POWER
35,440,404 (2)
|
|
7
|
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
|
SHARED DISPOSITIVE POWER
35,440,404
(2)
|
|
|
|
|
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,440,404 (2)
|
10
|
|
CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
|
11
|
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
14.9% (3)
|
12
|
|
TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS)
IN
|
(1)
|
This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim
status as a group for purposes of this Schedule 13G.
|
(2)
|
All of the shares beneficially owned by Khosla are comprised of Class A and Class B Common Stock held by KV
III, of which KVA III is the general partner. Khosla is the managing member of VK Services, which is the manager of KVA III. As such, each of KVA III, VK Services and Khosla possesses power to direct the voting and disposition of the shares owned by
KV III, and each of KVA III, VK Services and Khosla may be deemed to have indirect beneficial ownership of such shares. Khosla holds no shares of the Issuer directly.
|
(3)
|
The percentages set forth on the cover sheets assume the conversion of all such Reporting Persons Class B
Common Stock into Class A Common Stock and are calculated based on 207,696,594 shares of Class A Common Stock and 156,263,710 Class B Common Stock outstanding as of December 23, 2020 as set forth in the Prospectus.
|
|
|
|
|
|
CUSIP No. 74767V 109
|
|
13G
|
|
Page
6
of 8 Pages
|
Item 1(a).
|
Name of Issuer:
|
QuantumScape Corporation
Item 1(b).
|
Address of Issuers Principal Executive Officers:
|
1700 Technology Drive
San Jose, California 95110
Item 2(a).
|
Name of Person(s) Filing:
|
Khosla Ventures III, L.P. (KV III)
Khosla Ventures
Associates III, LLC (KVA III)
VK Services, LLC (VK Services)
Vinod Khosla (Khosla)
Item 2(b).
|
Address of Principal Business Office:
|
Khosla Ventures
2128 Sand Hill Road
Menlo Park, California 94025
|
|
|
KV III
|
|
Delaware, United States of America
|
KVA IV
|
|
Delaware, United States of America
|
VK Services
|
|
Delaware, United States of America
|
Khosla
|
|
United States of America
|
Item 2(d).
|
Title of Class of Securities:
|
Class A Common Stock, par value $0.0001 per share.
74767V 109
Item 3.
|
If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
|
Not applicable.
Item 4(a).
|
Amount Beneficially Owned: 35,440,404
|
Item 4(b).
|
Percent of Class: 14.9%
|
Item 4(c).
|
Number of shares as to which such persons have:
|
The following information with respect to the beneficial ownership of Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided
as of December 31, 2020:
|
|
|
|
|
CUSIP No. 74767V 109
|
|
13G
|
|
Page
7
of 8 Pages
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reporting Persons
|
|
Shares Held
Directly
|
|
|
Sole
Voting
Power
|
|
Shared
Voting
Power (1)
|
|
|
Sole
Dispositive
Power
|
|
Shared
Dispositive
Power (1)
|
|
|
Beneficial
Ownership(1)
|
|
|
Percentage
of Class (1, 3)
|
|
KV III(2)
|
|
|
35,440,404
|
|
|
0
|
|
|
35,440,404
|
|
|
0
|
|
|
35,440,404
|
|
|
|
35,440,404
|
|
|
|
14.9
|
%
|
KVA III (2)
|
|
|
0
|
|
|
0
|
|
|
35,440,404
|
|
|
0
|
|
|
35,440,404
|
|
|
|
35,440,404
|
|
|
|
14.9
|
%
|
VK Services (2)
|
|
|
0
|
|
|
0
|
|
|
35,440,404
|
|
|
0
|
|
|
35,440,404
|
|
|
|
35,440,404
|
|
|
|
14.9
|
%
|
Khosla (2)
|
|
|
0
|
|
|
0
|
|
|
35,440,404
|
|
|
0
|
|
|
35,440,404
|
|
|
|
35,440,404
|
|
|
|
14.9
|
%
|
(1)
|
Represents the number of shares of Class A Common Stock and the number of shares of Class A Common
Stock issuable upon exercise of options, warrants and other convertible securities (including Class B Common Stock) that are exercisable within 60 days of the date of this statement on Schedule 13G (Securities) currently
beneficially owned by the Reporting Persons.
|
(2)
|
Khosla is the managing member of VK Services, which serves as the manager of KVA III, which serves as the
general partner of KV III. As such, each of KVA III, VK Services and Khosla possesses power to direct the voting and disposition of the Securities owned by KV III, and each of KVA III, VK Services and Khosla may be deemed to have indirect beneficial
ownership of such Securities. KVA III, VK Services, and Khosla hold no Securities of the Issuer directly.
|
(3)
|
The percentages set forth above assume the conversion of all such Reporting Persons Class B Common
Stock into Class A Common Stock and are calculated based on 207,696,594 shares of Class A Common Stock and 156,263,710 Class B Common Stock outstanding as of December 23, 2020 as set forth in the Prospectus.
|
Item 5.
|
Ownership of Five Percent or Less of a Class:
|
If this statement is being filed to report the fact that as of the date hereof, the Reporting Persons have ceased to be the beneficial owner of more than five
percent of the class of securities, check the following: ☐
Item 6.
|
Ownership of More Than Five Percent on Behalf of Another Person:
|
Not applicable.
Item 7.
|
Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the
Parent Holding Company or Control Person:
|
Not applicable.
Item 8.
|
Identification and Classification of Members of the Group:
|
Not applicable.
Item 9.
|
Notice of Dissolution of Group:
|
Not applicable.
Not applicable.
|
|
|
|
|
CUSIP No. 74767V 109
|
|
13G
|
|
Page
8
of 8 Pages
|
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 12, 2021
|
|
|
KHOSLA VENTURES III, L.P.
|
|
|
By:
|
|
Khosla Ventures Associates III, LLC,
|
|
|
a Delaware limited liability company and
general partner of Khosla Ventures III, LP
|
|
|
By:
|
|
/s/ Vinod Khosla
|
|
|
Vinod Khosla, Managing Member
|
|
KHOSLA VENTURES ASSOCIATES III, LLC
|
|
|
By:
|
|
/s/ Vinod Khosla
|
|
|
Vinod Khosla, Managing Member
|
|
VK SERVICES, LLC
|
|
|
By:
|
|
/s/ Vinod Khosla
|
|
|
Vinod Khosla, Manager
|
|
/s/ Vinod Khosla
|
Vinod Khosla
|
Exhibit(s):
99.1: Joint
Filing Statement
Quantumscape (NYSE:QS)
Historical Stock Chart
From Mar 2024 to Apr 2024
Quantumscape (NYSE:QS)
Historical Stock Chart
From Apr 2023 to Apr 2024