ChargePoint (CHPT) Form 4 ChargePoint / S WIL VANLOH JR 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^*

Q-GRG VII (CP) Investment Partners, LLC

(Last) (First) (Middle)

800 CAPITOL STREET

STE 3600

(Street)

HOUSTON TX 77002-2932

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

3. Date of Earliest Transaction (Month/Day/Year)
09/20/2023

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

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

	Form filed by One Reporting Person
X	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	09/20/2023		P		1,850,000	A	$5.4(1)	26,607,128	D(2)(3)
Common Stock								57,180	I(4)	See footnote(4)

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

1. Name and Address of Reporting Person^*

Q-GRG VII (CP) Investment Partners, LLC

(Last) (First) (Middle)

800 CAPITOL STREET

STE 3600

(Street)

HOUSTON TX 77002-2932

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

QEM VII, LLC

(Last) (First) (Middle)

800 CAPITOL ST

STE 3600

(Street)

HOUSTON TX 77002-2932

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

VANLOH S WIL JR

(Last) (First) (Middle)

800 CAPITOL STREET

SUITE 3600

(Street)

HOUSTON TX 77002-2932

(City) (State) (Zip)

Explanation of Responses:

1. The price reported in Column 4 above reflects the weighted average purchase price. The transaction was executed in multiple trades in prices ranging from $5.39 to $5.40, inclusive. The Reporting Persons hereby undertake to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares purchased at each respective price within the ranges set forth in footnote 1 of this Form 4.

2. 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. [continues in footnote 3]

3. [continued from footnote 2] 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. Therefore, Mr. VanLoh, Jr. 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. Mr. VanLoh, Jr. disclaims beneficial ownership of such securities in excess of his pecuniary interests in the securities.

4. Represents Restricted Stock Units granted to Jeffrey Harris, an affiliated director of Q-GRG, who serves as a director on the Issuer's board of directors. Mr. Harris holds these securities for the benefit of Q-GRG.

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.

	Q-GRG VII (CP) Investment Partners, LLC By: QEM VII, LLC, its managing member /s/ James V. Baird, General Counsel	09/22/2023
	QEM VII, LLC /s/ James V. Baird, General Counsel	09/22/2023
	/s/ S. Wil VanLoh	09/22/2023
	** Signature of Reporting Person	Date
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