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 * Volkswagen Group of America Investments, LLC	2. Issuer Name and Ticker or Trading Symbol QuantumScape Corp [ QS ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                    __X__ 10% Owner _____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle) 2200 FERDINAND PORSCHE DRIVE	3. Date of Earliest Transaction (MM/DD/YYYY) 3/30/2021
(Street) HERNDON, VA 20171 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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 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 (par value $0.0001)	3/30/2021		P		15221334 (1)(2)	A	$6.57	68236103	D (3)

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

Explanation of Responses:
(1)	These shares will be acquired by the Reporting Persons pursuant to a Series F Preferred Stock Purchase Agreement, dated May 14, 2020 (the "Agreement"), by and between the Issuer and Volkswagen Group of America Investments, LLC ("VWGoAI"), as amended on September 3, 2020. Pursuant to the Agreement, VWGoAI agreed to acquire 15,221,334 shares of Common A Common Stock subject to the achievement of a specified technical milestone by March 31, 2021.
(2)	On March 30, 2021 VWGoAI, QuantumScape Battery, Inc. (f/k/a QuantumScape Subsidiary, Inc.) and the Issuer entered into a Series F Closing Agreement (the "Series F Closing Agreement"), pursuant to which the parties agreed, among other things, that (i) other than the expiration or early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act ("HSR"), the Issuer had fulfilled all of the closing conditions to the Second Closing (as defined therein) under the Agreement, including the achievement of the specified technical milestone, and (ii) the parties would effect the Second Closing on the fifth (5th) business day following the date of expiration or early termination of the HSR waiting period or receipt of any clearance under applicable antitrust laws.
(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.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Volkswagen Group of America Investments, LLC 2200 FERDINAND PORSCHE DRIVE HERNDON, VA 20171		X
Volkswagen Group of America, Inc. 2200 FERDINAND PORSCHE DRIVE HERNDON, VA 20171		X
VOLKSWAGEN AG BERLINER RING 2 WOLFSBURG, 2M 38440		X

Signatures
/s/ Kevin Duke, Kevin Duke, VP & Secretary on behalf of Volkswagen Group of America Investments, LLC		4/1/2021
**Signature of Reporting Person		Date
/s/ Kevin Duke, Kevin Duke, Secretary, Assistant General Counsel - Corporate Matters on behalf of Volkswagen Group of America, Inc.		4/1/2021
**Signature of Reporting Person		Date
/s/ Dr. Sebastian Plaester, Dr. Sebastian Plaester, Attorney-in-Fact on behalf of Volkswagen Aktiengesellschaft		4/1/2021
**Signature of Reporting Person		Date
/s/ Dr. Angela-Kristina Speidel, Dr. Angela-Kristina Speidel, Attorney-in-Fact on behalf of Volkswagen Aktiengesellschaft		4/1/2021
**Signature of Reporting Person		Date