Doerr L John Form 4 QuantumScape / L JOHN DOERR ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

DOERR L JOHN

(Last) (First) (Middle)

C/O QUANTUMSCAPE CORPORATION

1730 TECHNOLOGY DRIVE

(Street)

SAN JOSE CA 95110

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
QuantumScape Corp [ QS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/20/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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	08/20/2021		J(1)		284,230	D	$0.00	67,212	I	see footnote(2)
Class A Common Stock	08/20/2021		J(3)		104,554	A	$0.00	366,943	I	see footnote(4)
Class A Common Stock								31,626	I	see footnote(5)
Class A Common Stock								2,966	I	see footnote(6)
Class A Common Stock								28,304	I	see footnote(7)
Class A Common Stock								28,304	I	see footnote(8)
Class A Common Stock								1,115,627	I	see footnote(9)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: 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. Represents a pro-rata in-kind distribution of Common Stock of the Issuer by KPCB XIV Associates, LLC (KPCB XIV Associates) without consideration to its members (the "Associates Distribution").

2. The shares are held directly by KPCB XIV Associates. The Reporting Person is a managing member of KPCB XIV Associates and may be deemed to share voting and investment power over the securities held by KPCB XIV Associates. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

3. Represents the receipt of shares of Common Stock of the Issuer by virtue of the Associates Distribution

4. Shares are held by Vallejo Ventures Trust for which the Reporting Person and his spouse serve as trustee.

5. The sole member of KPIC, LLC is Vallejo Ventures Trust. The Reporting Person is a trustee of the Vallejo Ventures Trust. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

6. The managing member of Lupum Ventures, LLC is Vallejo Ventures Trust. The Reporting Person is a trustee of the Vallejo Ventures Trust. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

7. Shares are held by The Austin 1999 Trust Dated May 25, 1999 for which the Reporting Person serves as trustee.

8. Shares are held by The Hampton 1999 Trust Dated May 25, 1999 for which the Reporting Person serves as trustee.

9. The sole member of Portico Libre, LLC is Vallejo Ventures Trust. The Reporting Person is a trustee of the Vallejo Ventures Trust. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

Remarks:

	/s/ Michael O. McCarthy III, attorney-in-fact	08/24/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.