Jackson Rex S Form 4 ChargePoint / REX S JACKSON 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^*

JACKSON REX S

(Last) (First) (Middle)

240 EAST HACIENDA AVENUE

(Street)

CAMPBELL CA 95008

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ChargePoint Holdings, Inc. [ CHPT ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/08/2023

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
Common Stock	09/08/2023		M		1,476,060	A	$0.56	2,546,351	D
Common Stock	09/08/2023		S(1)		556,255	D	$5.8358(2)	1,990,096	D
Common Stock	09/08/2023		A(3)	V	264	A	$4.862(4)	1,990,360	D
Common Stock	09/11/2023		S(5)		15	D	$5.73	1,990,345	D
Common Stock								197,335	I	By trust(6)

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
Stock Option (Right to Buy)	$0.56	09/08/2023		M			1,476,060	(7)	07/06/2028	Common Stock	1,476,060	(8)	0	D

Explanation of Responses:

1. These shares were sold in connection with a cashless exercise of, and to cover tax obligations related to, the exercised option reported herein.

2. Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $5.72 to $6.025. The Reporting Person has provided to the Issuer, and undertakes to provide to the staff of the Securities and Exchange Commission or any security holder of the Issuer, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote 2 of this Form 4.

3. The shares were acquired under the Issuer's Employee Stock Purchase Plan (the "ESPP") in transactions that were exempt under both Rule 16b-3(d) and Rule 16b-3(c).

4. The purchase price reflects a 15% discount to the closing price of the Issuer's Common Stock on the purchase date pursuant to the provisions of the ESPP.

5. Represents shares sold by the Reporting Person to cover tax withholding obligations in connection with the acquisition of shares acquired under the ESPP.

6. The shares are held by the Jackson 1997 Trust Dated November 6, 1997 of which the Reporting Person is trustee.

7. The Stock Option is fully vested.

8. The Stock Option was received in exchange for an option to purchase shares of common stock of ChargePoint, Inc. in connection with the merger pursuant to the terms of that certain Business Combination Agreement and Plan of Reorganization, dated as of September 23, 2020.

	/s/ Natella Novruzova - Attorney-in-Fact	09/12/2023
	** 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).
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