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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Quanergy Systems, Inc. [ QNGY ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 03/04/2022 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 03/04/2022 | J(1) | 651,099 | D | $0 | 45,757 | I | See footnote.(3) | ||
| Common Stock | 03/04/2022 | J(2) | 492,286 | D | $0 | 34,878 | I | See footnote.(4) | ||
| Common Stock | 03/04/2022 | J(5) | 57,534 | A | $0 | 394,332 | I | See footnote.(6) | ||
| Common Stock | 03/04/2022 | J(7) | 7,314 | A | $0 | 401,646 | I | See footnote.(6) | ||
| Common Stock | 03/04/2022 | J(5) | 5,819 | A | $0 | 5,819 | D | |||
| Common Stock | 384,208 | I | See footnote.(8) | |||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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. On March 4, 2022, Transportation Technology Ventures II, L.P. ("TTV II, L.P.") distributed, for no consideration, 651,099 shares of Class A common stock of the Issuer (the "TTV II L.P. Shares") to its limited partners, representing such partner's pro rata interests in such shares. The aforementioned distribution was made in accordance with the exemption afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended. |
| 2. On March 4, 2022, Transportation Technology Ventures V, L.P. ("TTV V, L.P.") distributed, for no consideration, 496,786 shares of Class A common stock of the Issuer (the "TTV V L.P. Shares") to its limited partners, representing such partner's pro rata interests in such shares. The aforementioned distribution was made in accordance with the exemption afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended. |
| 3. Shares are held directly by TTV II, L.P. TTV II, L.P is managed by Transportation Technology Ventures LLC and Transportation Technology Ventures LLC is controlled by Mr. DiSanto. Accordingly, Mr. DiSanto may be deemed to be a beneficial owner of the shares held by TTV II, L.P. |
| 4. Shares are held directly by TTV V, L.P. TTV V, L.P. is managed by Transportation Technology Ventures LLC and Transportation Technology Ventures LLC is controlled by Mr. DiSanto. Accordingly, Mr. DiSanto may be deemed to be a beneficial owner of the shares held by TTV V, L.P. |
| 5. Shares received from distribution on March 4, 2022 as described in Footnote 1. |
| 6. Shares are held directly by Transportation Technology Ventures LLC and Transportation Technology Ventures LLC is controlled by Mr. DiSanto. Accordingly, Mr. DiSanto may be deemed to be a beneficial owner of the shares held by Transportation Technology Ventures LLC. |
| 7. Shares received from distribution on March 4, 2022 as described in Footnote 2. |
| 8. Shares are held directly by Motus-VGO Autonomous IOT Fund, L.P. Motus-VGO Autonomous IOT Fund, L.P. is managed by Motus-VGO GP LLC and Motus-VGO GP LLC is controlled by Mr. DiSanto. Accordingly, Mr. DiSanto may be deemed to be a beneficial owner of the shares held by Motus-VGO Autonomous IOT Fund, L.P. |
| /s/ Jerry Allison (Attorney-in-Fact) | 03/23/2022 | |
| ** 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. | ||