Chizen Bruce R - Jul 1, 2021 Form 4 Insider Report for ChargePoint Holdings, Inc. (CHPT)

Role
Director
Signature
/s/ Henrik Gerdes - Attorney-in-Fact
Stock symbol
CHPT
Transactions as of
Jul 1, 2021
Transactions value $
$0
Form type
4
Date filed
7/2/2021, 07:37 PM
Previous filing
Jun 2, 2021
Next filing
Jul 14, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CHPT Common Stock Other $0 +2.47K +50% $0.00 7.41K Jul 1, 2021 Direct F1, F2
transaction CHPT Common Stock Other $0 +25.7K +3.46% $0.00 767K Jul 1, 2021 By trust F1, F2, F3
transaction CHPT Common Stock Other $0 +1.32K +3.1% $0.00 44K Jul 1, 2021 By trust F1, F2, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 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.
F3 The Shares are held directly by the Bruce Chizen 2009 Irrevocable Trust, Dated January 24, 2009 of which the Reporting Person is trustee.
F4 The Shares are held directly by Gail Chizen 2009 Irrevocable Trust of which the Reporting Person is trustee.