Sec Form 4 Filing - MCCARTHY MICHAEL O III @ QuantumScape Corp - 2023-03-01

FORM 4 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) 03/01/2023 (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 03/01/2023 M 130,648 A $ 0.6439 855,988 D Class A Common Stock 03/01/2023 S 130,648 D $ 9.0533 ( 1 ) 725,340 D Class A Common Stock 03/03/2023 M 161,958 A $ 0.6439 887,298 D Class A Common Stock 03/03/2023 M 24,375 A $ 1.3128 911,673 D Class A Common Stock 03/03/2023 S 186,333 D $ 9.0306 ( 2 ) 725,340 ( 3 ) 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 Stock Option (right to buy) $ 0.6439 03/01/2023 M 130,648 09/18/2014 09/18/2023 Class A Common Stock 130,648 $ 0 161,958 D Stock Option (right to buy) $ 0.6439 03/03/2023 M 161,958 09/18/2014 09/18/2023 Class A Common Stock 161,958 $ 0 0 D Stock Option (right to buy) $ 1.3128 03/03/2023 M 24,375 02/18/2019 05/03/2026 Class A Common Stock 24,375 $ 0 76,167 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 03/03/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.85 to $9.22, 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 footnote to this Form 4. ( 2 )The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $9.00 to $9.105, 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 footnote to this Form 4. ( 3 )Includes 593,678 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.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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