Q-GRG VII (CP) Investment Partners, LLC - Jul 19, 2021 Form 4 Insider Report for ChargePoint Holdings, Inc. (CHPT)

Signature
Q-GRG VII (CP) Investment Partners, LLC By: QEM VII, LLC, its managing member /s/ James V. Baird, General Counsel
Stock symbol
CHPT
Transactions as of
Jul 19, 2021
Transactions value $
-$63,920,000
Form type
4
Date filed
7/21/2021, 06:09 PM
Previous filing
Jul 14, 2021
Next filing
Jul 23, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CHPT Common Stock Sale -$63.9M -2.72M -10.28% $23.50 23.7M Jul 19, 2021 Direct F1, F2, F3
holding CHPT Common Stock 21.7K Jul 19, 2021 See footnote F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 These shares were sold by Q-GRG VII (CP) Investment Partners, LLC ("Q-GRG") as a selling stockholder pursuant to a secondary public offering of common stock of the Issuer, which closed on July 19, 2021. The net price per share, after underwriting discounts and commissions, was $22.73625.
F2 QEM VII, LLC ("QEM VII") is the managing member of Q-GRG. Therefore, QEM VII may be deemed to share voting and dispositive power over the securities held by Q-GRG and may also be deemed to be the beneficial owner of these securities. QEM VII disclaims beneficial ownership of such securities in excess of its pecuniary interest in the securities.
F3 [continued from footnote 2] Any decision taken by QEM VII to vote, or to direct to vote, and to dispose, or to direct the disposition of, the securities held by Q-GRG has to be approved by a majority of the members of its investment committee, which majority must include S. Wil VanLoh, Jr. and Dheeraj Verma. Therefore, Messrs. VanLoh, Jr. and Verma may be deemed to share voting and dispositive power over the securities held by Q-GRG and may also be deemed to be the beneficial owner of these securities. Messrs. VanLoh, Jr. and Verma disclaim beneficial ownership of such securities in excess of their pecuniary interests in the securities.
F4 Represents Restricted Stock Units ("RSUs") granted to Jeffrey Harris, an affiliated director of Q-GRG, who serves as a director on the Issuer's board of directors. Mr. Harris holds these securities for the benefit of Q-GRG.

Remarks:

Q-GRG VII (CP) Investment Partners, LLC may be deemed a director of the Issuer by deputization of Jeffrey Harris, an affiliated director of Q-GRG VII (CP) Investment Partners, LLC, who serves as a director on the Issuer's board of directors.