Sec Form 3 Filing - MCCARTHY MICHAEL O III @ 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 MCCARTHY MICHAEL O III 2. Issuer Name and Ticker or Trading Symbol QuantumScape Corp [ QS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Legal Officer (Last) (First) (Middle) C/O QUANTUMSCAPE CORPORATION, 1730 TECHNOLOGY DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 11/25/2020 (Street) SAN JOSE, CA95110 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 603,262 ( 1 ) D

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 ( 2 ) ( 2 ) ( 2 ) Class A Common Stock 820,435 D Stock Option (right to buy) $ 0.6439 04/08/2014( 3 ) 05/01/2023 Class B Common Stock 124,673 D Stock Option (right to buy) $ 0.6439 09/18/2014( 4 ) 09/18/2023 Class A Common Stock 603,262 D Stock Option (right to buy) $ 1.0542 02/27/2018( 5 ) 02/27/2025 Class A Common Stock 333,804 D Stock Option (right to buy) $ 1.3128 02/18/2019( 6 ) 05/03/2026 Class A Common Stock 100,542 D Stock Option (right to buy) $ 1.3252 04/01/2017( 7 ) 03/15/2027 Class A Common Stock 667,609 D Stock Option (right to buy) $ 2.377 06/05/2019( 8 ) 06/05/2029 Class A Common Stock 603,261 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MCCARTHY MICHAEL O III C/O QUANTUMSCAPE CORPORATION 1730 TECHNOLOGY DRIVE SAN JOSE, CA95110 Chief Legal Officer Signatures /s/ Michael O. McCarthy III 12/07/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes 603,262 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. 1/6th of the RSUs vest on February 15, 2021 and 1/12th vest quarterly thereafter, subject to the Reporting Person's continued service as of each vesting date. ( 2 )Each share of Class B Common Stock is convertible at any time into Class A Common Stock on a one-to-one basis at the Reporting Person's election and has no expiration date. ( 3 )25% of the shares subject to the option vested and became exercisable on April 8, 2014, and the remaining shares will vest monthly thereafter, subject to the Reporting Person's continued service at each vesting date. ( 4 )25% of the shares subject to the option vested and became exercisable on September 18, 2014, and the remaining shares will vest monthly thereafter, subject to the Reporting Person's continued service at each vesting date. ( 5 )75% of the shares subject to the option vested and became exercisable on February 27, 2018, and the remaining shares will vest monthly thereafter, subject to the Reporting Person's continued service at each vesting date. ( 6 )75% of the shares subject to the option vested and became exercisable on February 18, 2019, and the remaining shares will vest monthly thereafter, subject to the Reporting Person's continued service at each vesting date. ( 7 )Shares subject to the option vested and became exercisable on April 1, 2017, and the remaining shares will vest monthly thereafter, subject to the Reporting Person's continued service at each vesting date. ( 8 )Shares subject to the option vested and became exercisable on June 9, 2019, and the remaining shares will vest monthly thereafter, subject to the Reporting Person's continued service at each vesting date.

Remarks: Exhibit 24 - Power of Attorney

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