Statement of Changes in Beneficial Ownership (4)
March 02 2021 - 5:06PM
Edgar (US Regulatory)
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
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1. Name and Address of Reporting Person
*
Lee Lawrence |
2. Issuer Name and Ticker or Trading Symbol
ChargePoint Holdings, Inc.
[
CHPT
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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) See Remarks |
(Last)
(First)
(Middle)
240 EAST HACIENDA AVENUE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/26/2021 |
(Street)
CAMPBELL, CA 95008
(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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Common Stock | 2/26/2021 | | A | | 267837 | A | (1) | 267837 | D | |
Common Stock | 2/26/2021 | | A | | 64289 | A | (1) | 64289 | I | See Footnote (2) |
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) | $0.76 | 2/26/2021 | | A | | 186863 | | (3) | 5/28/2029 | Common Stock | 186863 | (3) | 186863 | D | |
Stock Option (right to buy) | $0.76 | 2/26/2021 | | A | | 143262 | | (4) | 4/12/2029 | Common Stock | 143262 | (4) | 143262 | D | |
Warrant (right to buy) | $6.03 | 2/26/2021 | | A | | 61474 | | (5) | 7/31/2030 | Common Stock | 61474 | (5) | 61474 | I | See Footnote (5) |
Explanation of Responses: |
(1) | Pursuant to the terms of that certain Business Combination Agreement and Plan of Reorganization, dated as of September 23, 2020 (the "Business Combination Agreement"), among Switchback, Lightning Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Switchback ("Merger Sub"), and ChargePoint, Inc., a Delaware corporation ("ChargePoint"), the Merger Sub merged with and into ChargePoint Holdings, Inc. (the "Merger"). On the closing date of the Merger, the price of ChargePoint's Common Stock was $30.83 per share. The Shares were received in exchange for 268,750 shares of Common Stock of ChargePoint, Inc. in connection with the Merger. |
(2) | The Shares were received in exchange for 61,684 shares of common stock in ChargePoint, Inc. in connection with the Merger. The Shares are held by Five Plus Nine, LLC of which the Reporting Person is the managing member. |
(3) | The Stock Option was received in exchange for an option to purchase 187,500 shares of common stock of ChargePoint, Inc. in connection with the Merger. The Stock Option vests in 48 equal monthly installments from May 29, 2019, subject to the Reporting Person's continuous service through each vesting date. |
(4) | The Stock Option was received in exchange for an option to purchase 143,750 shares of common stock of ChargePoint, Inc. in connection with the Merger. The Stock Option vests in 48 equal monthly installments from November 6, 2018, subject to the Reporting Person's continuous service through each vesting date. |
(5) | The Warrant was received in exchange for a warrant to purchase 61,684 shares of common stock of ChargePoint, Inc. in connection with the Merger. The Warrant is held by Five Plus Nine, LLC of which the Reporting Person is the managing member. |
Remarks: Senior Vice President, Operations and Support |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Lee Lawrence 240 EAST HACIENDA AVENUE CAMPBELL, CA 95008 |
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| See Remarks |
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Signatures
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/s/ Roya Shakoori, Attorney-in-Fact | | 3/2/2021 |
**Signature of Reporting Person | Date |
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