ChargePoint (CHPT) Form 4 ChargePoint / BRUCE R CHIZEN 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^*

CHIZEN BRUCE R

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2021

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
Common Stock	02/26/2021		A		690,155	A	(1)	690,155	I	By trust
Common Stock	02/26/2021		A		40,019	A	(2)	40,019	I	By trust

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)	$0.76	02/26/2021		A		398,640		(3)	07/24/2030	Common Stock	398,640	(3)	398,640	D
Warrant (right to buy)	$6.03	02/26/2021		A		87,821		02/26/2021	07/31/2030	Common Stock	87,821	(4)	87,821	I	By trust

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 688,476 shares of Common Stock of ChargePoint, Inc. in connection with the Merger. The Shares are held by the Bruce Chizen 2009 Irrevocable Trust, Dated January 24, 2009 of which the Reporting Person is trustee.

2. The Shares were received in exchange 40,156 Common Stock of Chargepoint, Inc. in connection with the Merger. The Shares are held by the Gail Chizen 2009 Irrevocable Trust of which the Reporting Person is trustee.

3. The Stock Option was received in exchange for an option to purchase 400,000 shares of common stock of ChargePoint, Inc. in connection with the Merger. The Stock Option shall vest with respect to 1/48th of the Shares subject to the Stock Option when the Reporting Person completes each month of continuous Service after April 30, 2020, provided, that the Reporting Person remains in continuous service on such vesting date.

4. The Warrant was received in exchange for a warrant to purchase 88,121 shares of common stock of ChargePoint, Inc. in connection with the Merger. The Warrant is held by the Bruce Chizen 2009 Irrevocable Trust, Dated January 24, 2009 of which the Reporting Person is trustee.

Remarks:

	/s/ Roya Shakoori, Attorney-in-Fact	03/02/2021
	** 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).
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