Justin Mirro - Sep 30, 2021 Form 4 Insider Report for QuantumScape Corp (QS)

Role
Director
Signature
/s/ Kevin Hettrich, attorney-in-fact
Stock symbol
QS
Transactions as of
Sep 30, 2021
Transactions value $
-$20
Form type
4
Date filed
10/4/2021, 07:00 PM
Previous filing
Sep 14, 2021
Next filing
Oct 12, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction QS Class A Common Stock Exercise of in-the-money or at-the-money derivative security $4.36M +379K +32.67% $11.50 1.54M Sep 30, 2021 By Kensington Capital Partners, LLC F1
transaction QS Class A Common Stock Sale -$4.36M -186K -12.1% $23.40 1.35M Sep 30, 2021 By Kensington Capital Partners, LLC F1, F2
holding QS Class A Common Stock 250K Sep 30, 2021 By Kensington Capital Trust F3
holding QS Class A Common Stock 250K Sep 30, 2021 By Justin E. Mirro 2020 Qualified Annuity Trust F4
holding QS Class A Common Stock 4.01M Sep 30, 2021 By Kensington Capital Sponsor LLC F5

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction QS Warrant (right to buy) Exercise of in-the-money or at-the-money derivative security -379K -100% 0 Sep 30, 2021 Class A Common Stock 379K $11.50 by Kensington Capital Partners, LLC F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Held of record by Kensington Capital Partners, LLC, for which the Reporting Person is the managing member and sole owner.
F2 On September 30, 2021, Kensington Capital Partners, LLC exercised a warrant to purchase 379,357 shares of Company common stock for $11.50 a share. Kensington Capital Partners, LLC paid the exercise price on a cashless basis, resulting in the withholding of 186,437 of the warrant shares by the Company to pay the exercise price and issuing to Kensington Capital Partners, LLC the remaining 192,920 shares.
F3 Held of record by the Kensington Capital Trust under agreement dated June 27, 2020, for which the Reporting Person's spouse serves as a trustee. The Reporting Person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
F4 Held of record by the Justin E. Mirro 2020 Qualified Annuity Trust under agreement dated June 27, 2020, for which the Reporting Person serves as trustee. The Reporting Person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
F5 As a managing member of the managing member of Kensington Capital Sponsor LLC (the "Sponsor"), the Reporting Person may be deemed to share beneficial ownership of the shares of Class A Common Stock held directly by the Sponsor, and disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
F6 These securities were acquired by Kensington Capital Partners, LLC, for which Reporting Person is the managing member and sole owner, by virtue of a distribution of warrants exercisable for shares of Class A Common Stock by Kensington Capital Sponsor LLC to its members following Issuer's initial business combination on November 25, 2020.