Jagdeep Singh - Mar 6, 2023 Form 4 Insider Report for QuantumScape Corp (QS)

Role
Chief Executive Officer, Director, Chairman, 10%+ Owner
Signature
/s/ Michael O. McCarthy III, Attorney-in-Fact
Stock symbol
QS
Transactions as of
Mar 6, 2023
Transactions value $
-$9,609,570
Form type
4
Date filed
3/8/2023, 08:44 PM
Previous filing
Feb 17, 2023
Next filing
Apr 21, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction QS Class A Common Stock Conversion of derivative security +2.19M 2.19M Mar 6, 2023 By Jagdeep Singh 2020 Annuity Trust A dated September 1, 2020 F1
transaction QS Class A Common Stock Gift $0 -2.19M -100% $0.00* 0 Mar 6, 2023 By Jagdeep Singh 2020 Annuity Trust A dated September 1, 2020 F2
transaction QS Class A Common Stock Gift $0 +2.19M $0.00 2.19M Mar 6, 2023 By Trusts F2, F3
transaction QS Class A Common Stock Conversion of derivative security +2.19M 2.19M Mar 6, 2023 By Roshni Singh 2020 Annuity Trust A dated September 1, 2020 F1
transaction QS Class A Common Stock Gift $0 -2.19M -100% $0.00* 0 Mar 6, 2023 By Roshni Singh 2020 Annuity Trust A dated September 1, 2020 F2
transaction QS Class A Common Stock Gift $0 +2.19M $0.00 2.19M Mar 6, 2023 By Trusts F2, F3
transaction QS Class A Common Stock Conversion of derivative security +479K +49.31% 1.45M Mar 6, 2023 By: The Singh Family TR DTD 10/3/96 F1, F4
transaction QS Class A Common Stock Sale -$4.32M -479K -33.03% $9.03 971K Mar 6, 2023 By: The Singh Family TR DTD 10/3/96 F4, F5, F6
transaction QS Class A Common Stock Conversion of derivative security +301K +31.04% 1.27M Mar 7, 2023 By: The Singh Family TR DTD 10/3/96 F1, F4
transaction QS Class A Common Stock Sale -$2.52M -301K -23.69% $8.37 971K Mar 7, 2023 By: The Singh Family TR DTD 10/3/96 F4, F5, F7
transaction QS Class A Common Stock Conversion of derivative security +355K +36.56% 1.33M Mar 8, 2023 By: The Singh Family TR DTD 10/3/96 F1, F4
transaction QS Class A Common Stock Sale -$2.76M -355K -26.77% $7.78 971K Mar 8, 2023 By: The Singh Family TR DTD 10/3/96 F4, F5, F8
holding QS Class A Common Stock 2.65M Mar 6, 2023 Direct F9

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 Class B Common Stock Conversion of derivative security -2.19M -100% 0 Mar 6, 2023 Class A Common Stock 2.19M By Jagdeep Singh 2020 Annuity Trust A dated September 1, 2020 F2, F10
transaction QS Class B Common Stock Conversion of derivative security -2.19M -100% 0 Mar 6, 2023 Class A Common Stock 2.19M By Roshni Singh 2020 Annuity Trust A dated September 1, 2020 F2, F10
transaction QS Stock Option (right to buy) Options Exercise $0 -853K -27.99% $0.00 2.19M Mar 6, 2023 Class B Common Stock 853K $0.64 Direct F5
transaction QS Class B Common Stock Conversion of derivative security -479K -21.83% 1.71M Mar 6, 2023 Class A Common Stock 479K Direct F4, F10
transaction QS Stock Option (right to buy) Options Exercise $0 -534K -19.2% $0.00 2.25M Mar 7, 2023 Class B Common Stock 534K $0.64 Direct F5
transaction QS Class B Common Stock Conversion of derivative security -301K -13.4% 1.95M Mar 7, 2023 Class A Common Stock 301K Direct F4, F10
transaction QS Stock Option (right to buy) Options Exercise $0 -624K -19.53% $0.00 2.57M Mar 8, 2023 Class B Common Stock 624K $0.64 Direct F5
transaction QS Class B Common Stock Conversion of derivative security -355K -13.81% 2.22M Mar 8, 2023 Class A Common Stock 355K Direct F4, F10
holding QS Class B Common Stock 9.21M Mar 6, 2023 Class A Common Stock 9.21M By: The Singh Family TR DTD 10/3/96 F10
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Immediately upon disposition, the shares of Class B Common Stock were automatically converted into shares of Class A Common Stock on a one-to-one basis, in accordance with the Issuer's Amended and Restated Certificate of Incorporation.
F2 Compulsory transfers of shares from Reporting Person's trust to estate planning trusts for no consideration based on terms originally entered into in September 2020.
F3 The Reporting Person's family members are beneficiaries of the trusts. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
F4 Immediately prior to the conversion and sale of the shares, such shares were registered in the name of the Reporting Person's family trust.
F5 Sales to cover estimated taxes and costs associated with the exercise of expiring options. The options were granted in April 2013 and due to expire April 2023.
F6 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.64 to $9.37, inclusive. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this Form 4.
F7 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.23 to $8.73, inclusive. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this Form 4.
F8 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.64 to $8.14, inclusive. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this Form 4.
F9 Includes 1,508,154 shares represented by restricted stock units ("RSUs"). Each RSU represents the Reporting Person's right to receive one share of Class A Common Stock of the Issuer. A portion of the RSUs vest each quarter, subject to the Reporting Person's continued service as of each vesting date.
F10 Each share of Class B Common Stock is convertible at any time into Class A Common Stock on a one-to-one basis and has no expiration date in accordance with the Issuer's Amended and Restated Certificate of Incorporation.