| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | CHPT | Common Stock | Other | $0 | +99.1K | +5.72% | $0.00 | 1.83M | Jul 1, 2021 | See Footnotes | F1, F2, F3, F9 |
| transaction | CHPT | Common Stock | Other | $0 | +10.6K | +3.1% | $0.00 | 351K | Jul 1, 2021 | See Footnotes | F1, F2, F4, F9 |
| transaction | CHPT | Common Stock | Other | $0 | +81.2K | +3.1% | $0.00 | 2.7M | Jul 1, 2021 | See Footnotes | F1, F2, F5, F9 |
| transaction | CHPT | Common Stock | Other | $0 | +349K | +3.11% | $0.00 | 11.6M | Jul 1, 2021 | See Footnotes | F1, F2, F6, F9 |
| transaction | CHPT | Common Stock | Other | $0 | +26.6K | +3.1% | $0.00 | 886K | Jul 1, 2021 | See Footnotes | F1, F2, F7, F9 |
| transaction | CHPT | Common Stock | Other | $0 | +93.9K | +3.2% | $0.00 | 3.03M | Jul 1, 2021 | See Footnotes | F1, F2, F8, F9 |
| 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 Braemar ChargePoint Investments III, LLC (together with the entities listed in footnotes (4)-(8), the "Braemar Funds"). |
| F4 | The Shares are held directly by Braemar CP Investments 2019 LLC. |
| F5 | The Shares are held directly by Braemar CP Investments II 2020, LLC. |
| F6 | The Shares are held directly by Braemar Energy Ventures III, L.P. |
| F7 | The Shares are held directly by ChargePoint Investments II, LLC. |
| F8 | The Shares are held directly by ChargePoint Investments LLC. |
| F9 | Mr. Suslak is the Managing Partner of Braemar Energy Ventures, which is the General Partner of each of the Braemar Funds. Mr. Suslak shares voting and investment power over the shares held by each of the Braemar Funds with William D. Lese and Donald F. Tappan, III. Each of Messrs. Suslak, Lese and Tappan disclaim beneficial ownership of the securities held by the Braemar Funds. |