Sec Form 4 Filing - Suslak Neil S @ ChargePoint Holdings, Inc. - 2021-07-01

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 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) 07/01/2021 (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 07/01/2021 J( 1 )( 2 ) 99,057 A $ 0 1,830,332 I See Footnotes ( 3 ) ( 9 ) Common Stock 07/01/2021 J( 1 )( 2 ) 10,552 A $ 0 351,151 I See Footnotes ( 4 ) ( 9 ) Common Stock 07/01/2021 J( 1 )( 2 ) 81,216 A $ 0 2,702,655 I See Footnotes ( 5 ) ( 9 ) Common Stock 07/01/2021 J( 1 )( 2 ) 349,278 A $ 0 11,593,882 I See Footnotes ( 6 ) ( 9 ) Common Stock 07/01/2021 J( 1 )( 2 ) 26,628 A $ 0 886,130 I See Footnotes ( 7 ) ( 9 ) Common Stock 07/01/2021 J( 1 )( 2 ) 93,891 A $ 0 3,031,512 I See Footnotes ( 8 ) ( 9 )

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

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/ Henrik Gerdes - Attorney-in-Fact 07/02/2021 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 Energy Acquisition Corporation (since renamed "ChargePoint Holdings, Inc." and referred to herein as the "Issuer"), Lightning Merger Sub Inc., a wholly owned subsidiary of the Issuer ("Merger Sub"), and ChargePoint, Inc., the Merger Sub merged with and into ChargePoint, Inc. (the "Merger"), the reporting persons became entitled to receive shares of the Issuer's Common Stock (the "Earnout Shares") following each of three Triggering Events (as defined in the Business Combination Agreement) that occur within five years of the February 26, 2021 closing of the Merger. ( 2 )The third "Triggering Event" is the date on which the volume-weighted average closing sale price of the Issuer's Common Stock is greater than or equal to $30.00 for any ten trading days within any twenty consecutive trading day period. The third Triggering Event occurred, and pursuant to the terms of the Business Combination Agreement, the Earnout Shares reported on this Form 4 were issued on July 1, 2021. The issuance of shares as merger consideration in the Merger transaction, including the receipt of the Earnout Shares reported on this Form 4, was exempt under Rule 16b-3. ( 3 )The Shares are held directly by Braemar ChargePoint Investments III, LLC (together with the entities listed in footnotes (4)-(8), the "Braemar Funds"). ( 4 )The Shares are held directly by Braemar CP Investments 2019 LLC. ( 5 )The Shares are held directly by Braemar CP Investments II 2020, LLC. ( 6 )The Shares are held directly by Braemar Energy Ventures III, L.P. ( 7 )The Shares are held directly by ChargePoint Investments II, LLC. ( 8 )The Shares are held directly by ChargePoint Investments LLC. ( 9 )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.

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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