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)
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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) 06/03/2024 | ||||||||||||||||||||||||||
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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 | 06/03/2024 | A | 140,000(1) | A | (1) | 782,690 | D | |||
| Common Stock | 06/03/2024 | A | 189,000(2) | A | (2) | 971,690 | D | |||
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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. The Reporting Person was granted restricted stock units ("RSUs"), which represent a contingent right to receive one share of Common Stock for each RSU. The RSUs are subject to a service-based vesting requirement, which shall be satisfied over a 4-year period commencing on June 20, 2024 with respect to 1/16th on each quarterly vesting date thereafter, provided that the Reporting Person remains in continuous service on each such vesting date. Quarterly vesting dates are September 20, December 20, March 20 and June 20. The RSUs are further subject to the provisions, including acceleration provisions, as set forth in the Issuer's form of Executive Severance Plan entered into by the Reporting Person. |
| 2. The Reporting Person was granted performance restricted stock units ("PRSUs"), which represent a contingent right to receive one share of Common Stock for each PRSU. The actual PRSUs awarded shall be earned upon the Issuer's common stock achieving certain price per share targets during the 5-year performance period after the date of grant, as determined upon certification of the Issuer's Compensation & Organizational Development Committee. If earned, the eligible PRSUs will vest over a 4-year period commencing on June 20, 2024 with respect to 1/16th on each quarterly vesting date thereafter, provided that the Reporting Person remains in continuous service on each such vesting date. Quarterly vesting dates are September 20, December 20, March 20 and June 20. The PRSUs are further subject to the provisions, including acceleration provisions, as set forth in the Issuer's form of Executive Severance Plan entered into by the Reporting Person. |
| Remarks: |
| /s/ Natella Novruzova - Attorney-in-Fact | 06/05/2024 | |
| ** 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. | ||