QS Quantumscape Corp

FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES                                                                                   
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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                       

1. Name and Address of Reporting Person * MIRRO JUSTIN E	2. Issuer Name and Ticker or Trading Symbol QuantumScape Corp [ QS ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director                    _____ 10% Owner _____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle) C/O QUANTUMSCAPE CORPORATION, 1730 TECHNOLOGY DRIVE	3. Date of Earliest Transaction (MM/DD/YYYY) 9/30/2021
(Street) SAN JOSE, CA 95110 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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
Class A Common Stock	9/30/2021		X		379357	A	$11.50	1540493	I	By Kensington Capital Partners, LLC (1)
Class A Common Stock	9/30/2021		S(2)		186437	D	$23.40	1354056	I	By Kensington Capital Partners, LLC (1)
Class A Common Stock								250000	I	By Kensington Capital Trust (3)
Class A Common Stock								250000	I	By Justin E. Mirro 2020 Qualified Annuity Trust (4)
Class A Common Stock								4005102	I	By Kensington Capital Sponsor LLC (5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 of Derivative Security: 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)	$11.50	9/30/2021	(6)	X			379357	(6)	(6)	Class A Common Stock	379357	(6)	0	I	by Kensington Capital Partners, LLC (5)

Explanation of Responses:
(1)	Held of record by Kensington Capital Partners, LLC, for which the Reporting Person is the managing member and sole owner.
(2)	On September 30, 2021, Kensington Capital Partners, LLC exercised a warrant to purchase 379,357 shares of Company common stock for $11.50 a share. Kensington Capital Partners, LLC paid the exercise price on a cashless basis, resulting in the withholding of 186,437 of the warrant shares by the Company to pay the exercise price and issuing to Kensington Capital Partners, LLC the remaining 192,920 shares.
(3)	Held of record by the Kensington Capital Trust under agreement dated June 27, 2020, for which the Reporting Person's spouse serves as a trustee. The Reporting Person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
(4)	Held of record by the Justin E. Mirro 2020 Qualified Annuity Trust under agreement dated June 27, 2020, for which the Reporting Person serves as trustee. The Reporting Person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
(5)	As a managing member of the managing member of Kensington Capital Sponsor LLC (the "Sponsor"), the Reporting Person may be deemed to share beneficial ownership of the shares of Class A Common Stock held directly by the Sponsor, and disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
(6)	These securities were acquired by Kensington Capital Partners, LLC, for which Reporting Person is the managing member and sole owner, by virtue of a distribution of warrants exercisable for shares of Class A Common Stock by Kensington Capital Sponsor LLC to its members following Issuer's initial business combination on November 25, 2020.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
MIRRO JUSTIN E C/O QUANTUMSCAPE CORPORATION 1730 TECHNOLOGY DRIVE SAN JOSE, CA 95110	X

Signatures
/s/ Kevin Hettrich, attorney-in-fact		10/4/2021
**Signature of Reporting Person		Date