Pasquale Romano Form 4 ChargePoint / Pasquale Romano 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^*

Romano Pasquale

(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
X	Officer (give title below)	Other (specify below)
See Remarks

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		1,862,577	A	(1)	1,862,577	D

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)	$60.21	02/26/2021		A		16,622		02/26/2021	02/28/2021	Common Stock	16,622	(2)	16,622	D
Stock Option (right to buy)	$0.27	02/26/2021		A		815,802		02/26/2021	06/10/2022	Common Stock	815,802	(3)	815,802	D
Stock Option (right to buy)	$0.27	02/26/2021		A		1,364,712		02/26/2021	11/05/2024	Common Stock	1,364,712	(4)	1,364,712	D
Stock Option (right to buy)	$0.84	02/26/2021		A		2,690,819		(5)	01/25/2028	Common Stock	2,690,819	(6)	2,690,819	D
Stock Option (right to buy)	$0.76	02/26/2021		A		1,494,900		(7)	10/22/2029	Common Stock	1,494,900	(8)	1,494,900	D
Stock Option (right to buy)	$0.76	02/26/2021		A		1,494,900		(9)	06/01/2030	Common Stock	1,494,900	(10)	1,494,900	D

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 1,868,931 shares of Common Stock of ChargePoint, Inc. in connection with the Merger.

2. The Stock Option was received in exchange for an option to purchase 16,680 shares of common stock of ChargePoint, Inc. in connection with the Merger.

3. The Stock Option was received in exchange for an option to purchase 818,586 shares of common stock of ChargePoint, Inc. in connection with the Merger.

4. The Stock Option was received in exchange for an option to purchase 1,369,368 shares of common stock of ChargePoint, Inc. in connection with the Merger.

5. The Stock Option vests in 48 equal monthly installments from November 1, 2017, subject to the Reporting Person's continuous service through each vesting date.

6. The Stock Option was received in exchange for an option to purchase 2,700,000 shares of common stock of ChargePoint, Inc. in connection with the Merger.

7. The Stock Option vests in 48 equal monthly installments from February 1, 2020, subject to the Reporting person's continuous service through each vesting date

8. The Stock Option was received in exchange for an option to purchase 1,500,000 shares of common stock of ChargePoint, Inc. in connection with the Merger.

9. The Stock Option vests in a single installment on January 31, 2024, subject to the Reporting Person's continuous service through such date.

10. The Stock Option was received in exchange for an option to purchase 1,500,000 shares of common stock of ChargePoint, Inc. in connection with the Merger.

Remarks:

President and Chief Executive Officer

	/s/ Roya Shakoori, Attorney-in-Fact	03/02/2021
	** Signature of Reporting Person	Date
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