| 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 | $4,362,606 | +379,357 | +33% | $11.50 | 1,540,493 | 30 Sep 2021 | By Kensington Capital Partners, LLC | F1 |
| transaction | QS | Class A Common Stock | Sale | $4,362,626 | -186,437 | -12% | $23.40 | 1,354,056 | 30 Sep 2021 | By Kensington Capital Partners, LLC | F1, F2 |
| holding | QS | Class A Common Stock | 250,000 | 30 Sep 2021 | By Kensington Capital Trust | F3 | |||||
| holding | QS | Class A Common Stock | 250,000 | 30 Sep 2021 | By Justin E. Mirro 2020 Qualified Annuity Trust | F4 | |||||
| holding | QS | Class A Common Stock | 4,005,102 | 30 Sep 2021 | By Kensington Capital Sponsor LLC | F5 |
| 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 | -379,357 | -100% | 0 | 30 Sep 2021 | Class A Common Stock | 379,357 | $11.50 | by Kensington Capital Partners, LLC | F5, F6 |
| 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 30, 2021, Kensington Capital Partners, LLC exercised a warrant to purchase 379,357 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 186,437 of the warrant shares by the Company to pay the exercise price and issuing to Kensington Capital Partners, LLC the remaining 192,920 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. |