Form Type: 4

SEC EDGAR Link
Accession Number:0000899243-21-027384
Date:2021-06-30
Issuer: CHARGEPOINT HOLDINGS, INC. (CHPT)
Original Submission Date:

Reporting Person:

JANSEN COLLEEN
240 EAST HACIENDA AVENUE
CAMPBELL, CA 95008

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON STOCK 2021-06-30 S 5,634 d $31.99 403,866 direct
COMMON STOCK 2021-07-01 J 21,395 a $0.00 425,261 direct
COMMON STOCK 2021-07-01 F 6,098 d $35.69 419,163 direct
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
Footnotes
IDfootnote
f1 the sale reported on this form 4 represent shares required to be sold by the reporting person to cover tax withholding obligations in connection with the vesting and settlement of restricted stock units. these sales are mandated by the issuer's election under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and do not represent discretionary trades by the reporting person.
f2 pursuant to the terms of that certain business combination agreement and plan of reorganization, dated as of september 23, 2020 (the "business combination agreement"), among switchback energy acquisition corporation (since renamed "chargepoint holdings, inc." and referred to herein as the "issuer"), lightning merger sub inc., a wholly owned subsidiary of the issuer ("merger sub"), and chargepoint, inc., the merger sub merged with and into chargepoint, inc. (the "merger"), the reporting persons became entitled to receive shares of the issuer's common stock (the "earnout shares") following each of three triggering events (as defined in the business combination agreement) that occur within five years of the february 26, 2021 closing of the merger.
f3 the third "triggering event" is the date on which the volume-weighted average closing sale price of the issuer's common stock is greater than or equal to $30.00 for any ten trading days within any twenty consecutive trading day period. the third triggering event occurred, and pursuant to the terms of the business combination agreement, the earnout shares reported on this form 4 were issued on july 1, 2021. the issuance of shares as merger consideration in the merger transaction, including the receipt of the earnout shares reported on this form 4, was exempt under rule 16b-3.
f4 the shares were withheld to satisfy tax withholding obligations.
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