Sec Form 4 Filing - Suslak Neil S @ ChargePoint Holdings, Inc. - 2021-02-26

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 Suslak Neil S 2. Issuer Name and Ticker or Trading Symbol ChargePoint Holdings, Inc. [ CHPT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 350 MADISON AVENUE, 23RD FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 02/26/2021 (Street) NEW YORK, NY10017 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 Common Stock 02/26/2021 A 1,533,161 A 1,533,161 I See Footnote ( 1 ) ( 2 ) Common Stock 02/26/2021 A 319,495 A 319,495 I See Footnote ( 3 ) Common Stock 02/26/2021 A 2,459,007 A 2,459,007 I See Footnote ( 4 ) Common Stock 02/26/2021 A 10,546,048 A 10,546,048 I See Footnote ( 5 ) Common Stock 02/26/2021 A 806,246 A 806,246 I See Footnote ( 6 ) Common Stock 02/26/2021 A 2,749,839 A 2,749,839 I See Footnote ( 7 )

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 Warrant (right to buy) $ 6.03 02/26/2021 A 1,466,051 02/26/2021 07/31/2030 Common Stock 1,466,051 ( 8 ) 1,466,051 I See Footnote ( 8 ) Warrant (right to buy) $ 9.04 02/26/2021 A 29,273 02/26/2021 11/16/2028 Common Stock 29,273 ( 9 ) 29,273 I See Footnote ( 9 ) Warrant (right to buy) $ 1.25 02/26/2021 A 22,337 02/26/2021 06/20/2021 Common Stock 22,337 ( 10 ) 22,337 I See Footnote ( 10 ) Warrant (right to buy) $ 1.25 02/26/2021 A 16,879 02/26/2021 09/12/2021 Common Stock 16,879 ( 11 ) 16,879 I See Footnote ( 11 ) Warrant (right to buy) $ 1.25 02/26/2021 A 16,879 02/26/2021 10/28/2021 Common Stock 16,879 ( 12 ) 16,879 I See Footnote ( 12 ) Warrant (right to buy) $ 1.25 02/26/2021 A 22,326 02/26/2021 01/05/2022 Common Stock 22,326 ( 13 ) 22,326 I See Footnote ( 13 ) Warrant (right to buy) $ 1.25 02/26/2021 A 14,568 02/26/2021 03/04/2022 Common Stock 14,568 ( 14 ) 14,568 I See Footnote ( 14 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Suslak Neil S 350 MADISON AVENUE, 23RD FLOOR NEW YORK, NY10017 X Signatures /s/ Roya Shakoori, Attorney-in-Fact 03/02/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the terms of that certain Business Combination Agreement and Plan of Reorganization, dated as of September 23, 2020 (the "Business Combination Agreement"), among Switchback, Lightning Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Switchback ("Merger Sub"), and ChargePoint, Inc., a Delaware corporation ("ChargePoint"), the Merger Sub merged with and into ChargePoint Holdings, Inc. (the "Merger"). On the closing date of the Merger, the price of ChargePoint's Common Stock was $30.83 per share. The Shares were received in exchange for 1,471,053 shares of Common Stock of ChargePoint, Inc. in connection with the Merger. ( 2 )(Continued from Footnote 1) The Shares are held directly by Braemar ChargePoint Investments III, LLC. Mr. Suslak is the Managing Partner of Braemar Energy Ventures, which is the General Partner of each of the Braemar Funds. Mr. Suslak shares voting and investment power over the shares held by each of the Braemar Funds with William D. Lese and Donald F. Tappan, III. Each of Messrs. Suslak, Lese and Tappan disclaim beneficial ownership of the securities held by the Braemar Funds. ( 3 )The Shares were received in exchange for 320,585 shares of Common Stock of ChargePoint, Inc. in connection with the Merger. The Shares are held directly by Braemar CP Investments 2019 LLC. ( 4 )The Shares were received in exchange for 2,467,396 shares of Common Stock of ChargePoint, Inc. in connection with the Merger. The Shares are held directly by Braemar CP Investments II 2020, LLC. ( 5 )The Shares were received in exchange for 10,582,027 shares of Common Stock of ChargePoint, Inc. in connection with the Merger. The Shares are held directly by Braemar Energy Ventures III, L.P. ( 6 )The Shares were received in exchange for 808,997 shares of Common Stock of ChargePoint, Inc. in connection with the Merger. The Shares are held directly by ChargePoint Investments II, LLC. ( 7 )The Shares were received in exchange for 2,759,221 shares of Common Stock of ChargePoint, Inc. in connection with the Merger. The Shares are held directly by directly by ChargePoint Investments LLC. ( 8 )The Warrant was received in exchange for a warrant to purchase 1,471,053 shares of Common Stock of ChargePoint, Inc. in connection with the Merger. The Warrant is held by Braemar Chargepoint Investments III, LLC. ( 9 )The Warrant was received in exchange for a warrant to purchase 29,373 shares of Common Stock of ChargePoint, Inc. in connection with the Merger. The Warrant is held by Braemar Energy Ventures III L.P. ( 10 )The Warrant was received in exchange for a warrant to purchase 22,415 shares of Common Stock of ChargePoint, Inc. in connection with the Merger. The Warrant is held by ChargePoint Investments LLC. ( 11 )The Warrant was received in exchange for a warrant to purchase 16,938 shares of Common Stock of ChargePoint, Inc. in connection with the Merger. The Warrant is held by ChargePoint Investments LLC. ( 12 )The Warrant was received in exchange for a warrant to purchase 16,938 shares of Common Stock of ChargePoint, Inc. in connection with the Merger. The Warrant is held by ChargePoint Investments LLC. ( 13 )The Warrant was received in exchange for a warrant to purchase 22,404 shares of Common Stock of ChargePoint, Inc. in connection with the Merger. The Warrant is held by ChargePoint Investments LLC. ( 14 )The Warrant was received in exchange for a warrant to purchase 14,619 shares of Common Stock of ChargePoint, Inc. in connection with the Merger. The Warrant is held by ChargePoint Investments LLC.

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