Sec Form 4 Filing - Linse Michael @ ChargePoint Holdings, Inc. - 2024-03-07

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Linse Michael 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) 53 CALLE PALMERAS, SUITE 601, 3. Date of Earliest Transaction (MM/DD/YY) 03/07/2024 (Street) SAN JUAN, PR00901 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 Common Stock 03/07/2024 J( 1 ) 2,550,152 D $ 0 47,128 I See footnotes ( 2 ) ( 26 ) Common Stock 03/08/2024 S 47,128 D $ 1.9544 ( 3 ) 0 I See footnotes ( 2 ) ( 26 ) Common Stock 03/07/2024 J( 4 ) 712,400 D $ 0 39,652 I See footnotes ( 5 ) ( 26 ) Common Stock 03/08/2024 S 39,652 D $ 1.9544 ( 6 ) 0 I See footnotes ( 5 ) ( 26 ) Common Stock 03/07/2024 J( 7 ) 811,047 D $ 0 35,123 I See footnotes ( 8 ) ( 26 ) Common Stock 03/08/2024 S 35,123 D $ 1.9544 ( 9 ) 0 I See footnotes ( 8 ) ( 26 ) Common Stock 03/07/2024 J( 10 ) 550,445 D $ 0 35,193 I See footnotes ( 11 ) ( 26 ) Common Stock 03/08/2024 S 35,193 D $ 1.9544 ( 12 ) 0 I See footnotes ( 11 ) ( 26 ) Common Stock 03/07/2024 J( 13 ) 498,527 D $ 0 121,831 I See footnotes ( 14 ) ( 26 ) Common Stock 03/08/2024 S 121,831 D $ 1.9544 ( 15 ) 0 I See footnotes ( 14 ) ( 26 ) Common Stock 03/07/2024 J( 16 ) 957,494 D $ 0 30,883 I See footnotes ( 17 ) ( 26 ) Common Stock 03/08/2024 S 30,883 D $ 1.9545 ( 18 ) 0 I See footnotes ( 17 ) ( 26 ) Common Stock 03/07/2024 J( 19 ) 146,092 D $ 0 0 I See footnotes ( 20 ) ( 26 ) Common Stock 03/07/2024 S 100,000 D $ 1.9436 ( 21 ) 1,209,867 I See footnotes ( 22 ) ( 26 ) Common Stock 03/08/2024 S 1,209,867 D $ 1.9544 ( 23 ) 0 I See footnotes ( 22 ) ( 26 ) Common Stock 03/08/2024 S 6,202 D $ 1.9544 ( 24 ) 0 I See footnotes ( 25 ) ( 26 )

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 Linse Michael 53 CALLE PALMERAS, SUITE 601 SAN JUAN, PR00901 X Linse Capital CP VI LLC 200 S. VIRGINIA, 8TH FLOOR, PMB # 1346127 RENO, NV89501 Investor Linse Capital LLC 53 CALLE PALMERAS, SUITE 601 SAN JUAN, PR00901 Investor Linse Capital CP, LLC 53 CALLE PALMERAS, SUITE 601 SAN JUAN, PR00901 Investor Linse Capital CP II LLC 53 CALLE PALMERAS, SUITE 601 SAN JUAN, PR00901 Investor Linse Capital CP III, LLC 53 CALLE PALMERAS, SUITE 601 SAN JUAN, PR00901 Investor Linse Capital CP IV, LLC 53 CALLE PALMERAS, SUITE 601 SAN JUAN, PR00901 Investor Linse Capital CP V, LLC 53 CALLE PALMERAS, SUITE 601 SAN JUAN, PR00901 Investor Signatures /s/ Michael Linse 03/11/2024 Signature of Reporting Person Date /s/ Michael Linse, as Managing Director of Linse Capital LLC 03/11/2024 Signature of Reporting Person Date /s/ Michael Linse, as Managing Director of Linse Capital LLC, in its capacity as the Manager of Linse Capital CP, LLC 03/11/2024 Signature of Reporting Person Date /s/ Michael Linse, as Managing Director of Linse Capital LLC, in its capacity as the Manager of Linse Capital CP II, LLC 03/11/2024 Signature of Reporting Person Date /s/ Michael Linse, as Managing Director of Linse Capital LLC, in its capacity as the Manager of Linse Capital CP III, LLC 03/11/2024 Signature of Reporting Person Date /s/ Michael Linse, as Managing Director of Linse Capital LLC, in its capacity as the Manager of Linse Capital CP IV, LLC 03/11/2024 Signature of Reporting Person Date /s/ Michael Linse, as Managing Director of Linse Capital LLC, in its capacity as the Manager of Linse Capital CP V, LLC 03/11/2024 Signature of Reporting Person Date /s/ Michael Linse, as Managing Director of Linse Capital LLC, in its capacity as the Manager of Linse Capital Management PR LLC, in its capacity as the General Partner of Linse Capital CP VI GP LP, in its capacity as the Manager of Linse Capital CP VI LLC 03/11/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On March 7, 2024, 2,550,152 shares of Common Stock held by Linse Capital CP, LLC ("Linse I") were distributed to the members and managers of Linse I. Of such distributed shares, 795,052 shares of Common Stock were received by Linse Capital LLC. ( 2 )Consists of securities held directly by Linse I. Mr. Linse is the managing director of Linse Capital LLC, which is the manager of Linse I. Mr. Linse has voting and investment power over the shares held by Linse I. ( 3 )The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.8822 to $2.0221, inclusive. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, the issuer or any security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price. ( 4 )On March 7, 2024, 712,400 shares of Common Stock held by Linse Capital CP II, LLC ("Linse II") were distributed to the members and managers of Linse II. Of such distributed shares, 219,122 shares of Common Stock were received by Linse Capital LLC. ( 5 )Consists of securities held directly by Linse II. Mr. Linse is the managing director of Linse Capital LLC, which is the manager of Linse II. Mr. Linse has voting and investment power over the shares held by Linse II. ( 6 )The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.8765 to $2.02, inclusive. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, the issuer or any security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price. ( 7 )On March 7, 2024, 811,047 shares of Common Stock held by Linse Capital CP III, LLC ("Linse III") were distributed to the members and managers of Linse III. Of such distributed shares, 123,684 shares of Common Stock were received by Linse Capital LLC. ( 8 )Consists of securities held directly by Linse III. Mr. Linse is the managing director of Linse Capital LLC, which is the manager of Linse III. Mr. Linse has voting and investment power over the shares held by Linse III. ( 9 )The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.8817 to $2.0092, inclusive. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, the issuer or any security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price. ( 10 )On March 7, 2024, 550,445 shares of Common Stock held by Linse Capital CP IV, LLC ("Linse IV") were distributed to the members and managers of Linse IV. Of such distributed shares, 79,065 shares of Common Stock were received by Linse Capital LLC. ( 11 )Consists of securities held directly by Linse IV. Mr. Linse is the managing director of Linse Capital LLC, which is the manager of Linse IV. Mr. Linse has voting and investment power over the shares held by Linse IV. ( 12 )The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.877 to $2.0108, inclusive. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, the issuer or any security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price. ( 13 )On March 7, 2024, 498,527 shares of Common Stock held by Linse Capital CP V, LLC ("Linse V") were distributed to the members and managers of Linse V. Of such distributed shares, 16,280 shares of Common Stock were received by Linse Capital LLC and 6,202 shares of Common Stock were received by Levitate Capital, LP ("Levitate Capital"). Mr. Linse has voting and investment power over the shares held by Levitate Capital. ( 14 )Consists of securities held directly by Linse V. Mr. Linse is the managing director of Linse Capital LLC, which is the manager of Linse V. Mr. Linse has voting and investment power over the shares held by Linse V. ( 15 )The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.8821 to $2.0351, inclusive. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, the issuer or any security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price. ( 16 )On March 7, 2024, 957,494 shares of Common Stock held by Linse Capital CP VI, LLC ("Linse VI") were distributed to the members and managers of Linse VI. Of such distributed shares, 146,092 shares of Common Stock were received by Linse Capital CP VI GP LP ("Linse GP VI"). ( 17 )Consists of securities held directly by Linse VI. Linse GP VI is the manager of Linse VI, and Linse Capital Management PR LLC ("LCMPR") is the general partner of Linse GP VI. Mr. Linse is the managing director of Linse Capital LLC, which is the manager of LCMPR. Mr. Linse has voting and investment power over the shares held by Linse VI. ( 18 )The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.8539 to $2.0215, inclusive. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, the issuer or any security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price. ( 19 )On March 7, 2024, 146,092 share s of Common Stock held by Linse GP VI were distributed to the limited partners and general partners of Linse GP VI. Of such distributed shares, 76,664 shares of Common Stock were received by Linse Capital LLC. As a result of such distribution by Linse GP VI, and those distributions made by Linse I, Linse II, Linse III, Linse IV, Linse V and Linse VI, prior to taking into account the sales reported herein, Linse Capital LLC became the record owner of 1,309,867 shares of Common Stock and Levitate Capital became the record owner of 6,202 shares of Common Stock. ( 20 )Consists of securities held by Linse GP VI. LCMPR is the general partner of Linse GP VI. Mr. Linse is the managing director of Linse Capital LLC, which is the manager of LCMPR. ( 21 )The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.9401 to $1.945, inclusive. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, the issuer or any security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price. ( 22 )Consists of securities held directly by Linse Capital LLC. Mr. Linse is the managing director of Linse Capital LLC. Mr. Linse has sole voting and investment power over the shares held by Linse Capital LLC. ( 23 )The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.8983 to $2.0327, inclusive. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, the issuer or any security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price. ( 24 )The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.5317 to $2.043, inclusive. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, the issuer or any security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price. ( 25 )Consists of securities held directly by Levitate Capital GP LP ("Levitate GP"). Linse Capital Management PR LLC ("LCMPR") is the general partner of Levitate GP. Mr. Linse is the managing director of Linse Capital LLC, which is the manager of LCMPR. Mr. Linse has voting and investment power over the shares held by Levitate GP. ( 26 )Each of the Reporting Persons disclaims beneficial ownership of the securities in this report except to the extent of any pecuniary interest therein, and the filing of this report or the inclusion of the securities in this report shall not be deemed an admission that any of the Reporting Persons is the beneficial owner of the reported securities for purposes of Section 16 or for any other purpose.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.