Qem Vii Form 3 ChargePoint / S WIL VANLOH JR ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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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. Date of Event Requiring Statement (Month/Day/Year)
02/26/2021

3. Issuer Name and Ticker or Trading Symbol
ChargePoint Holdings, Inc. [ CHPT ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	23,074,833	D(1)(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrant (right to buy)	(3)	11/16/2028	Common Stock	5,859,475	9.03	D(1)(2)
Warrant (right to buy)	(3)	07/31/2030	Common Stock	5,273,528	6.02	D(1)(2)

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

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Verma Dheeraj

(Last) (First) (Middle)

800 CAPITOL STREET, SUITE 3600

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

Explanation of Responses:

1. 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.

2. [continued from footnote 1] 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. and Dheeraj Verma. Therefore, Messrs. VanLoh, Jr. and Verma 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. Messrs. VanLoh, Jr. and Verma disclaim beneficial ownership of such securities in excess of their pecuniary interests in the securities.

3. These warrants are currently exercisable.

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	03/08/2021
	QEM VII, LLC /s/ James V. Baird, General Counsel	03/08/2021
	/s/ S. Wil VanLoh	03/08/2021
	/s/ Dheeraj Verma	03/08/2021
	** Signature of Reporting Person	Date
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