ChargePoint (CHPT) Form 4 ChargePoint / Neil S Suslak 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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^*

Suslak Neil S

(Last) (First) (Middle)

350 MADISON AVENUE, 23RD FLOOR

(Street)

NEW YORK NY 10017

(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)
06/15/2021

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	06/15/2021		X(1)		22,337	A	$1.25	3,053,849	I	See Footnotes(2)(8)
Common Stock	06/15/2021		S(1)		1,129	D	$24.77	3,052,720	I	See Footnotes(2)(8)
Common Stock								1,830,332	I	See Footnotes(3)(8)
Common Stock								351,151	I	See Footnotes(4)(8)
Common Stock								2,702,655	I	See Footnotes(5)(8)
Common Stock								11,593,882	I	See Footnotes(6)(8)
Common Stock								886,130	I	See Footnotes(7)(8)

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
Warrant (right to buy)	$1.25	06/15/2021		X			22,337	02/26/2021	06/20/2021	Common Stock	22,337	$0.00	0	I	See Footnotes(2)(8)

Explanation of Responses:

1. The Reporting Person exercised a warrant to purchase 22,337 shares of the Issuer's Common Stock for $1.25 per share and paid the exercise price on a cashless basis, resulting in the Issuer withholding 1,129 shares of the Issuer's shares of common stock subject to the warrant to pay the exercise price.

2. The Shares are held directly by ChargePoint Investments LLC. (together with the entities listed in footnotes (3)-(7), the "Braemar Funds").

3. The Shares are held directly by Braemar ChargePoint Investments III, LLC.

4. The Shares are held directly by Braemar CP Investments 2019 LLC.

5. The Shares are held directly by Braemar CP Investments II 2020, LLC.

6. The Shares are held directly by Braemar Energy Ventures III, L.P.

7. The Shares are held directly by ChargePoint Investments II, LLC.

8. Mr. Suslak is the Managing Partner of Braemar Energy Ventures, which is the General Partner of each of the Braemar Funds. Mr. Suslak shares voting and investment power over the shares held by each of the Braemar Funds with William D. Lese and Donald F. Tappan, III. Each of Messrs. Suslak, Lese and Tappan disclaim beneficial ownership of the securities held by the Braemar Funds.

Remarks:

	/s/ Henrik Gerdes - Attorney-in-Fact	07/09/2021
	** 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.