Sec Form 3 Filing - Volkswagen Group of America Investments, LLC @ QuantumScape Corp - 2020-11-25

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Volkswagen Group of America Investments, LLC 2. Issuer Name and Ticker or Trading Symbol QuantumScape Corp [ QS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 2200 FERDINAND PORSCHE DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 11/25/2020 (Street) HERNDON, VA20171 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Common Stock (par value $0.0001) 53,014,769 ( 1 ) ( 2 ) D ( 3 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Class B Common Stock (par value $0.0001) ( 4 ) ( 4 ) ( 4 ) Class A Common Stock 17,980,436 ( 1 ) D ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Volkswagen Group of America Investments, LLC 2200 FERDINAND PORSCHE DRIVE HERNDON, VA20171 X Volkswagen Group of America, Inc. 2200 FERDINAND PORSCHE DRIVE HERNDON, VA20171 X VOLKSWAGEN AG BERLINER RING 2 WOLFSBURG, 2M38440 X Signatures /s/ Kevin Duke, Kevin Duke, VP & Secretary on behalf of Volkswagen Group of America Investments, LLC 12/07/2020 Signature of Reporting Person Date /s/ Kevin Duke, Kevin Duke, Secretary, Assistant General Counsel - Corporate Matters on behalf of Volkswagen Group of America, Inc. 12/07/2020 Signature of Reporting Person Date /s/ Dominic Lange. Dominic Lange, Attorney-in-Fact on behalf of Volkswagen Aktiengesellschaft 12/07/2020 Signature of Reporting Person Date /s/ Dr. Angela-Kristina Speidel, Dr. Angela-Kristina Speidel, Attorney-in-Fact on behalf of Volkswagen Aktiengesellschaft 12/07/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These securities were acquired by the Reporting Persons pursuant to the Business Combination Agreement among the entity previously known as QuantumScape Corporation, a privately held Delaware corporation ("Original QuantumScape"), the Issuer (previously known as Kensington Capital Acquisition Corp.), and Kensington Capital Merger Sub Corp., a Delaware corporation and wholly owned subsidiary of the Issuer. Upon the closing of the business combination on November 25, 2020, Volkswagen Group of America Investments, LLC's ("VWGoAI") shares in Original QuantumScape were cancelled and automatically converted into the right to receive a number of shares of Class A Common Stock or Class B Common Stock of the Issuer, as applicable, determined in each case by reference to an "Exchange Ratio" calculated in accordance with the Business Combination Agreement (totaling 37,793,435 shares of Class A Common Stock and 17,980,436 shares of Class B Common Stock, respectively). ( 2 )Includes 15,221,334 shares of Class A Common Stock which VWGoAI had previously committed to acquire as of the closing of the business combination pursuant to a Series F Preferred Stock Purchase Agreement, dated May 14, 2020 (the "Agreement"), by and between Original QuantumScape and VWGoAI, as amended on September 3, 2020, and which were acquired on December 1, 2020. Pursuant to the Agreement, VWGoAI may acquire an additional 15,221,334 shares of Common A Common Stock subject to the achievement of certain technical milestones. ( 3 )These securities are directly held by VWGoAI, which is a wholly owned subsidiary of Volkswagen Group of America, Inc., a New Jersey corporation, which is a wholly owned subsidiary of Volkswagen Aktiengesellschaft, a public stock corporation organized under the laws of Germany. ( 4 )Shares of Class B Common Stock will convert into shares of Class A Common Stock at VWGoAI's option or will convert automatically into shares of Class A Common Stock upon a sale to a third party, in each case, on a one-for-one basis.

Remarks: Exhibit 24 - Power of Attorney

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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