Statement of Changes in Beneficial Ownership (4)
June 08 2021 - 5:01PM
Edgar (US Regulatory)
FORM 4
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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
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1. Name and Address of Reporting Person
*
MCCARTHY MICHAEL O III |
2. Issuer Name and Ticker or Trading Symbol
QuantumScape Corp
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QS
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Legal Officer |
(Last)
(First)
(Middle)
C/O QUANTUMSCAPE CORPORATION, 1730 TECHNOLOGY DRIVE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/4/2021 |
(Street)
SAN JOSE, CA 95110
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock | 6/4/2021 | | C | | 31286 | A | (1) | 904168 | D | |
Class A Common Stock | 6/4/2021 | | M | | 68714 | A | $0.6439 | 972882 | D | |
Class A Common Stock | 6/4/2021 | | S | | 50000 | D | $28.7526 (2) | 922882 | D | |
Class A Common Stock | 6/4/2021 | | S | | 50000 | D | $28.2151 (3) | 872882 (4) | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 |
Stock Option (right to buy) | $0.6439 | 6/4/2021 | | M | | | 31286 | 4/8/2014 | 5/1/2023 | Class B Common Stock | 31286 | $0.00 | 78866 | D | |
Class B Common Stock | $0.6439 | 6/4/2021 | | M | | 31286 | | (1) | (1) | Class A Common Stock | 31286 | $0.00 (1) | 31286 | D | |
Class B Common Stock | (1) | 6/4/2021 | | C | | | 31286 | (1) | (1) | Class A Common Stock | 31286 | $0.00 (1) | 0 | D | |
Stock Option (right to buy) | $0.6439 | 6/4/2021 | | M | | | 68714 | 9/18/2014 | 9/18/2023 | Class A Common Stock | 68714 | $0.00 | 534548 | D | |
Explanation of Responses: |
(1) | Each share of Class B Common Stock is convertible at any time into Class A Common Stock on a one-to-one basis at the Reporting Person's election and has no expiration date. |
(2) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $28.50 to $29.02, inclusive. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 4. |
(3) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $28.00 to $28.42, inclusive. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 4. |
(4) | Includes 452,447 shares represented by RSUs. Each RSU represents the Reporting Person's right to receive one share of Class A Common Stock of the Issuer. A portion of the RSUs vest each quarter, subject to the Reporting Person's continued service as of each vesting date. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
MCCARTHY MICHAEL O III C/O QUANTUMSCAPE CORPORATION 1730 TECHNOLOGY DRIVE SAN JOSE, CA 95110 |
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| Chief Legal Officer |
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Signatures
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/s/ Michael O. McCarthy, III | | 6/8/2021 |
**Signature of Reporting Person | Date |
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