Initial Statement of Beneficial Ownership (3)
March 08 2021 - 5:27PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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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
*
Q-GRG VII (CP) Investment Partners, LLC |
2. Date of Event Requiring Statement (MM/DD/YYYY)
2/26/2021
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3. Issuer Name and Ticker or Trading Symbol
ChargePoint Holdings, Inc. [CHPT]
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(Last)
(First)
(Middle)
800 CAPITOL STREET, STE 3600 |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director ___X___ 10% Owner _____ Officer (give title below) ___X___ Other (specify below) / See Remarks |
(Street)
HOUSTON, TX 77002-2932
(City)
(State)
(Zip)
| 5. 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
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 23074833 | D (1)(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. 4) | 2. Date Exercisable and Expiration Date (MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) |
Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Warrant (right to buy) | (3) | 11/16/2028 | Common Stock | 5859475 | $9.03 | D (1)(2) | |
Warrant (right to buy) | (3) | 7/31/2030 | Common Stock | 5273528 | $6.02 | D (1)(2) | |
Explanation of Responses: |
(1) | QEM VII, LLC ("QEM VII") is the managing member of Q-GRG VII (CP) Investment Partners, LLC ("Q-GRG"). Therefore, QEM VII may be deemed to share voting and dispositive power over the securities held by Q-GRG and may also be deemed to be the beneficial owner of these securities. QEM VII disclaims beneficial ownership of such securities in excess of its pecuniary interest in the securities. |
(2) | [continued from footnote 1] Any decision taken by QEM VII to vote, or to direct to vote, and to dispose, or to direct the disposition of, the securities held by Q-GRG has to be approved by a majority of the members of its investment committee, which majority must include S. Wil VanLoh, Jr. and Dheeraj Verma. Therefore, Messrs. VanLoh, Jr. and Verma may be deemed to share voting and dispositive power over the securities held by Q-GRG and may also be deemed to be the beneficial owner of these securities. Messrs. VanLoh, Jr. and Verma disclaim beneficial ownership of such securities in excess of their pecuniary interests in the securities. |
(3) | These warrants are currently exercisable. |
Remarks: Q-GRG VII (CP) Investment Partners, LLC may be deemed a director of the Issuer by deputization of Jeffrey Harris, an affiliated director of Q-GRG VII (CP) Investment Partners, LLC, who serves as a director on the Issuer's board of directors. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Q-GRG VII (CP) Investment Partners, LLC 800 CAPITOL STREET STE 3600 HOUSTON, TX 77002-2932 |
| X |
| See Remarks |
QEM VII, LLC 800 CAPITOL ST STE 3600 HOUSTON, TX 77002-2932 |
| X |
| See Remarks |
VANLOH S WIL JR 800 CAPITOL STREET, SUITE 3600 HOUSTON, TX 77002 |
| X |
| See Remarks |
Verma Dheeraj 800 CAPITOL STREET, SUITE 3600 HOUSTON, TX 77002 |
| X |
| See Remarks |
Signatures
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Q-GRG VII (CP) Investment Partners, LLC By: QEM VII, LLC, its managing member /s/ James V. Baird, General Counsel | | 3/8/2021 |
**Signature of Reporting Person | Date |
QEM VII, LLC /s/ James V. Baird, General Counsel | | 3/8/2021 |
**Signature of Reporting Person | Date |
/s/ S. Wil VanLoh | | 3/8/2021 |
**Signature of Reporting Person | Date |
/s/ Dheeraj Verma | | 3/8/2021 |
**Signature of Reporting Person | Date |
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