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 ChargePoint Holdings, Inc. [ CHPT ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 04/14/2022 | ||||||||||||||||||||||||||
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 | 04/14/2022 | S | 1,333 | D | $16.14 | 20,075,404 | I | See footnotes(1)(9) | ||
Common Stock | 04/14/2022 | S | 14,333 | D | $16.15 | 5,812,908 | I | See footnotes(2)(9) | ||
Common Stock | 04/14/2022 | S | 1,333 | D | $16.15 | 6,540,386 | I | See footnotes(3)(9) | ||
Common Stock | 04/14/2022 | S | 25,000 | D | $16.22 | 4,526,626 | I | See footnotes(4)(9) | ||
Common Stock | 04/14/2022 | S | 29,333 | D | $16.17 | 4,794,993 | I | See footnotes(5)(9) | ||
Common Stock | 04/14/2022 | S | 9,841 | D | $16.14 | 0 | I | See footnotes(6)(9) | ||
Common Stock | 04/12/2022 | S | 1,576,794 | D | $15.46(7) | 0 | I | See footnotes(8)(9) |
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 |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. Consists of securities held directly by Linse Capital CP, LLC ("Linse I"). Mr. Linse is the managing director of Linse Capital LLC, which is the manager of Linse I. Mr. Linse has sole voting and investment power over the shares held by Linse I. |
2. Consists of securities held directly by Linse Capital CP II, LLC ("Linse II"). Mr. Linse is the managing director of Linse Capital LLC, which is the manager of Linse II. Mr. Linse has sole voting and investment power over the shares held by Linse II. |
3. Consists of securities held directly by Linse Capital CP III, LLC ("Linse III"). Mr. Linse is the managing director of Linse Capital LLC, which is the manager of Linse III. Mr. Linse has the sole voting and investment power over the shares held by Linse III. |
4. Consists of securities held directly by Linse Capital CP IV, LLC ("Linse IV"). Mr. Linse is the managing director of Linse Capital LLC, which is the manager of Linse IV. Mr. Linse has sole voting and investment power over the shares held by Linse IV. |
5. Consists of securities held directly by Linse Capital CP V, LLC ("Linse V"). Mr. Linse is the managing director of Linse Capital LLC, which is the manager of Linse V. Mr. Linse has sole voting and investment power over the shares held by Linse V. |
6. Consists of securities held directly by Levitate Capital GP LP ("Levitate GP"). Linse Capital Management PR LLC ("LCMPR") is the general partner of Levitate GP. Mr. Linse is the managing director of Linse Capital LLC, which is the manager of LCMPR. Mr. Linse has sole voting and investment power over the shares held by Levitate GP. |
7. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $15.20 to $16.09, inclusive. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, the issuer or any security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price. |
8. Consists of securities held directly by Linse Capital LLC. Mr. Linse is the managing director of Linse Capital LLC. Mr. Linse has sole voting and investment power over the shares held by Linse Capital LLC. |
9. Each of the Reporting Persons disclaims beneficial ownership of the securities in this report except to the extent of any pecuniary interest therein, and the filing of this report or the inclusion of the securities in this report shall not be deemed an admission that any of the Reporting Persons is the beneficial owner of the reported securities for purposes of Section 16 or for any other purpose. Following the transactions reported herein, Linse Capital LLC held an aggregate of 0 shares of Common Stock. |
Remarks: |
/s/ Michael Linse | 04/15/2022 | |
/s/ Michael Linse, as Managing Director of Linse Capital LLC | 04/15/2022 | |
/s/ Michael Linse, as Managing Director of Linse Capital LLC, in its capacity as the Manager of Linse Capital CP, LLC | 04/15/2022 | |
/s/ Michael Linse, as Managing Director of Linse Capital LLC, in its capacity as the Manager of Linse Capital CP II, LLC | 04/15/2022 | |
/s/ Michael Linse, as Managing Director of Linse Capital LLC, in its capacity as the Manager of Linse Capital CP III, LLC | 04/15/2022 | |
/s/ Michael Linse, as Managing Director of Linse Capital LLC, in its capacity as the Manager of Linse Capital CP IV, LLC | 04/15/2022 | |
/s/ Michael Linse, as Managing Director of Linse Capital LLC, in its capacity as the Manager of Linse Capital CP V, LLC | 04/15/2022 | |
** 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. |