Singh Jagdeep - 06 Mar 2023 Form 4 Insider Report for QuantumScape Corp (QS)

Role
Chief Executive Officer, Director, Chairman, 10%+ Owner
Signature
/s/ Michael O. McCarthy III, Attorney-in-Fact
Issuer symbol
QS
Transactions as of
06 Mar 2023
Net transactions value
-$9,609,570
Form type
4
Filing time
08 Mar 2023, 20:44:53 UTC
Previous filing
17 Feb 2023
Next filing
21 Apr 2023
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction QS Class A Common Stock Conversion of derivative security +2,188,411 2,188,411 06 Mar 2023 By Jagdeep Singh 2020 Annuity Trust A dated September 1, 2020 F1
transaction QS Class A Common Stock Gift $0 -2,188,411 -100% $0.000000* 0 06 Mar 2023 By Jagdeep Singh 2020 Annuity Trust A dated September 1, 2020 F2
transaction QS Class A Common Stock Gift $0 +2,188,411 $0.000000 2,188,411 06 Mar 2023 By Trusts F2, F3
transaction QS Class A Common Stock Conversion of derivative security +2,188,411 2,188,411 06 Mar 2023 By Roshni Singh 2020 Annuity Trust A dated September 1, 2020 F1
transaction QS Class A Common Stock Gift $0 -2,188,411 -100% $0.000000* 0 06 Mar 2023 By Roshni Singh 2020 Annuity Trust A dated September 1, 2020 F2
transaction QS Class A Common Stock Gift $0 +2,188,411 $0.000000 2,188,411 06 Mar 2023 By Trusts F2, F3
transaction QS Class A Common Stock Conversion of derivative security +478,747 +49% 1,449,624 06 Mar 2023 By: The Singh Family TR DTD 10/3/96 F1, F4
transaction QS Class A Common Stock Sale $4,324,665 -478,747 -33% $9.03 970,877 06 Mar 2023 By: The Singh Family TR DTD 10/3/96 F4, F5, F6
transaction QS Class A Common Stock Conversion of derivative security +301,406 +31% 1,272,283 07 Mar 2023 By: The Singh Family TR DTD 10/3/96 F1, F4
transaction QS Class A Common Stock Sale $2,524,034 -301,406 -24% $8.37 970,877 07 Mar 2023 By: The Singh Family TR DTD 10/3/96 F4, F5, F7
transaction QS Class A Common Stock Conversion of derivative security +355,000 +37% 1,325,877 08 Mar 2023 By: The Singh Family TR DTD 10/3/96 F1, F4
transaction QS Class A Common Stock Sale $2,760,870 -355,000 -27% $7.78 970,877 08 Mar 2023 By: The Singh Family TR DTD 10/3/96 F4, F5, F8
holding QS Class A Common Stock 2,650,596 06 Mar 2023 Direct F9

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 Class B Common Stock Conversion of derivative security -2,188,411 -100% 0 06 Mar 2023 Class A Common Stock 2,188,411 By Jagdeep Singh 2020 Annuity Trust A dated September 1, 2020 F2, F10
transaction QS Class B Common Stock Conversion of derivative security -2,188,411 -100% 0 06 Mar 2023 Class A Common Stock 2,188,411 By Roshni Singh 2020 Annuity Trust A dated September 1, 2020 F2, F10
transaction QS Stock Option (right to buy) Options Exercise $0 -852,630 -28% $0.000000 2,193,212 06 Mar 2023 Class B Common Stock 852,630 $0.6439 Direct F5
transaction QS Class B Common Stock Conversion of derivative security -478,747 -22% 1,714,465 06 Mar 2023 Class A Common Stock 478,747 Direct F4, F10
transaction QS Stock Option (right to buy) Options Exercise $0 -534,166 -19% $0.000000 2,248,631 07 Mar 2023 Class B Common Stock 534,166 $0.6439 Direct F5
transaction QS Class B Common Stock Conversion of derivative security -301,406 -13% 1,947,225 07 Mar 2023 Class A Common Stock 301,406 Direct F4, F10
transaction QS Stock Option (right to buy) Options Exercise $0 -624,078 -20% $0.000000 2,571,303 08 Mar 2023 Class B Common Stock 624,078 $0.6439 Direct F5
transaction QS Class B Common Stock Conversion of derivative security -355,000 -14% 2,216,303 08 Mar 2023 Class A Common Stock 355,000 Direct F4, F10
holding QS Class B Common Stock 9,208,063 06 Mar 2023 Class A Common Stock 9,208,063 By: The Singh Family TR DTD 10/3/96 F10
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Immediately upon disposition, the shares of Class B Common Stock were automatically converted into shares of Class A Common Stock on a one-to-one basis, in accordance with the Issuer's Amended and Restated Certificate of Incorporation.
F2 Compulsory transfers of shares from Reporting Person's trust to estate planning trusts for no consideration based on terms originally entered into in September 2020.
F3 The Reporting Person's family members are beneficiaries of the trusts. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
F4 Immediately prior to the conversion and sale of the shares, such shares were registered in the name of the Reporting Person's family trust.
F5 Sales to cover estimated taxes and costs associated with the exercise of expiring options. The options were granted in April 2013 and due to expire April 2023.
F6 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.64 to $9.37, inclusive. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this Form 4.
F7 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.23 to $8.73, inclusive. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this Form 4.
F8 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.64 to $8.14, inclusive. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this Form 4.
F9 Includes 1,508,154 shares represented by restricted stock units ("RSUs"). Each RSU represents the Reporting Person's right to receive one share of Class A Common Stock of the Issuer. A portion of the RSUs vest each quarter, subject to the Reporting Person's continued service as of each vesting date.
F10 Each share of Class B Common Stock is convertible at any time into Class A Common Stock on a one-to-one basis and has no expiration date in accordance with the Issuer's Amended and Restated Certificate of Incorporation.