Justin Mirro - Sep 10, 2021 Form 4 Insider Report for QuantumScape Corp (QS)

Role: Director
Signature: /s/ Michael O. McCarthy III, attorney-in-fact
Stock symbol: QS
Transactions as of: Sep 10, 2021
Transactions value $: -$12
Form type: 4
Date filed: 9/14/2021, 06:00 PM
Previous filing: Sep 9, 2021
Next filing: Oct 4, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	QS	Class A Common Stock	Exercise of in-the-money or at-the-money derivative security	$5.75M	+500K	+54.06%	$11.50	1.42M	Sep 10, 2021	By Kensington Capital Partners, LLC	F1
transaction	QS	Class A Common Stock	Sale	-$5.75M	-264K	-18.51%	$21.80	1.16M	Sep 10, 2021	By Kensington Capital Partners, LLC	F1, F2
holding	QS	Class A Common Stock						250K	Sep 10, 2021	By Kensington Capital Trust	F3
holding	QS	Class A Common Stock						250K	Sep 10, 2021	By Justin E. Mirro 2020 Qualified Annuity Trust	F4
holding	QS	Class A Common Stock						4.01M	Sep 10, 2021	By Kensington Capital Sponsor LLC	F5

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	Warrant (right to buy)	Exercise of in-the-money or at-the-money derivative security		-500K	-56.86%		379K	Sep 10, 2021	Class A Common Stock	500K	$11.50	by Kensington Capital Partners, LLC	F5, F6

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Held of record by Kensington Capital Partners, LLC, for which the Reporting Person is the managing member and sole owner.
F2	On September 10, 2021, Kensington Capital Partners, LLC exercised a warrant to purchase 500,000 shares of Company common stock for $11.50 a share. Kensington Capital Partners, LLC paid the exercise price on a cashless basis, resulting in the withholding of 263,762 of the warrant shares by the Company to pay the exercise price and issuing to Kensington Capital Partners, LLC the remaining 236,238 shares.
F3	Held of record by the Kensington Capital Trust under agreement dated June 27, 2020, for which the Reporting Person's spouse serves as a trustee. The Reporting Person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
F4	Held of record by the Justin E. Mirro 2020 Qualified Annuity Trust under agreement dated June 27, 2020, for which the Reporting Person serves as trustee. The Reporting Person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
F5	As a managing member of the managing member of Kensington Capital Sponsor LLC (the "Sponsor"), the Reporting Person may be deemed to share beneficial ownership of the shares of Class A Common Stock held directly by the Sponsor, and disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
F6	These securities were acquired by Kensington Capital Partners, LLC, for which Reporting Person is the managing member and sole owner, by virtue of a distribution of warrants exercisable for shares of Class A Common Stock by Kensington Capital Sponsor LLC to its members following Issuer's initial business combination on November 25, 2020.