The information set forth in or incorporated by reference into
Items 4, 5 and 6 of this Schedule 13D is hereby incorporated by
reference in its entirety into this Item 3.
Item 4. Purpose of Transaction.
Pursuant to the terms of the Business Combination Agreement, Fritz
Prinz tendered 3,352,904 shares of Class B common stock of
Legacy QuantumScape in exchange for 13,484,541 shares of
Class B Common Stock.
Fritz Prinz serves as Chief Scientific Advisor and a director of
the board of directors of the Issuer and, in such capacity, may
have influence over the corporate activities of the Issuer,
including activities which may relate to items described in
subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Subject to the Registration Rights and Lock-up Agreement described in Item 6
of this Schedule 13D and the Issuer’s Insider Trading Policy,
Mr. Prinz may from time to time buy or sell securities of
the Issuer as appropriate for his personal circumstances.
Except as described herein, the Reporting Person does not any
present plans or proposals that relate to or would result in any of
the transactions described in subparagraphs (a) through (j) of
Item 4 of Schedule 13D. However, the Reporting Person reserves the
right to formulate in the future plans or proposals which may
relate to or result in the transactions described in subparagraphs
(a) through (j) of this Item 4.
The Reporting Person may, from time to time, purchase additional
securities of the Issuer either in the open market or in
privately-negotiated transactions, depending upon the Reporting
Person’s evaluation of the Issuer’s business, prospects and
financial condition, the market for such securities, other
opportunities available to the Reporting Person, general economic
conditions, stock market conditions and other factors. Depending
upon the factors noted above, the Reporting Person may also decide
to hold or dispose of all or part of his investments in securities
of the Issuer and/or enter into derivative transactions with
institutional counterparties with respect to the Issuer’s
Item 5. Interest in Securities of the Issuer.
(a) As of the date of this Schedule 13D, the Reporting Person
beneficially owns an aggregate of 13,484,541 shares of Class B
Common Stock, or 6.6% of the Issuer’s outstanding shares of Common
Stock. The beneficial ownership percentages used in this Schedule
are calculated based on a total of 189,469,223 shares of
Class A Common Stock outstanding as of November 25, 2020
plus 13,484,541 shares from the as if converted Class B Common
(b) Fritz Prinz shares voting and dispositive power with respect to
1,206,525 shares of Class B Common Stock
beneficially owned by Friedrich Prinz Annuity Trust, 1,206,525
shares of Class B Common Stock beneficially owned by
Gertrude Annuity Trust, 1,340,582 shares
of Class B Common Stock beneficially owned by
Bennedikt F. Prinz Trust and 1,340,582 shares
of Class A Common Stock beneficially owned by Marie
Helene Prinz Trust. Fritz Prinz has sole voting and dispositive
power with respect to 8,390,327 shares of Class B Common
(c) Except as described in Items 3 and 4 of this Schedule,
which descriptions are incorporated herein by reference, the
Reporting Person has not effected any transactions in the common
stock during the past 60 days.
(d) Except as disclosed in Item 2, no person is known to the
Reporting Person to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale
of, any securities covered by this Schedule.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with respect to Securities of the Issuer.
Registration Rights and Lock-Up Agreement