Sec Form 4 Filing - Q-GRG VII (CP) Investment Partners, LLC @ ChargePoint Holdings, Inc. - 2022-12-27

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 Q-GRG VII (CP) Investment Partners, LLC 2. Issuer Name and Ticker or Trading Symbol ChargePoint Holdings, Inc. [ CHPT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) X __ Other (specify below) See Remarks (Last) (First) (Middle) 800 CAPITOL STREET, STE 3600 3. Date of Earliest Transaction (MM/DD/YY) 12/27/2022 (Street) HOUSTON, TX77002-2932 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 12/27/2022 P 1,422,121 A $ 8.285( 1 ) 24,742,872 D( 2 )( 3 ) Common Stock 12/28/2022 P 14,256 A $ 8.2 24,757,128 D( 2 )( 3 ) Common Stock 35,255 I( 4 ) See footnote( 4 )

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 Q-GRG VII (CP) Investment Partners, LLC 800 CAPITOL STREET STE 3600 HOUSTON, TX77002-2932 X See Remarks QEM VII, LLC 800 CAPITOL STREET STE 3600 HOUSTON, TX77002-2932 X See Remarks VANLOH S WIL JR 800 CAPITOL ST STE 3600 HOUSTON, TX77002-2932 X See Remarks Signatures Q-GRG VII (CP) Investment Partners, LLC By: QEM VII, LLC, its managing member /s/ James V. Baird, General Counsel 12/29/2022 Signature of Reporting Person Date QEM VII, LLC /s/ James V. Baird, General Counsel 12/29/2022 Signature of Reporting Person Date /s/ S. Wil VanLoh 12/29/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The price reported in Column 4 above reflects the weighted average purchase price. The transaction was executed in multiple trades in prices ranging from $8.14 to $8.50, inclusive. The Reporting Persons hereby undertake to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares purchased at each respective price within the ranges set forth in footnote 1 of this Form 4. ( 2 )QEM VII, LLC ("QEM VII") is the managing member of Q-GRG VII (CP) Investment Partners, LLC ("Q-GRG"). Therefore, QEM VII may be deemed to share voting and dispositive power over the securities held by Q-GRG and may also be deemed to be the beneficial owner of these securities. QEM VII disclaims beneficial ownership of such securities in excess of its pecuniary interest in the securities. [continues in footnote 3] ( 3 )[continued from footnote 2] Any decision taken by QEM VII to vote, or to direct to vote, and to dispose, or to direct the disposition of, the securities held by Q-GRG has to be approved by a majority of the members of its investment committee, which majority must include S. Wil VanLoh, Jr. and Dheeraj Verma. Therefore, Mr. VanLoh, Jr. may be deemed to share voting and dispositive power over the securities held by Q-GRG and may also be deemed to be the beneficial owner of these securities. Mr. VanLoh, Jr. disclaims beneficial ownership of such securities in excess of his pecuniary interests in the securities. ( 4 )Represents Restricted Stock Units ("RSUs") granted to Jeffrey Harris, an affiliated director of Q-GRG, who serves as a director on the Issuer's board of directors. Mr. Harris holds these securities for the benefit of Q-GRG.

Remarks: Q-GRG VII (CP) Investment Partners, LLC may be deemed a director of the Issuer by deputization of Jeffrey Harris, an affiliated director of Q-GRG VII (CP) Investment Partners, LLC, who serves as a director on the Issuer's board of directors.

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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