Sec Form 4 Filing - MIRRO JUSTIN E @ QuantumScape Corp - 2020-11-25

Insider filing report for Changes in Beneficial Ownership
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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
MIRRO JUSTIN E
2. Issuer Name and Ticker or Trading Symbol
QuantumScape Corp [ QS]
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)
C/O QUANTUMSCAPE CORPORATION, 1730 TECHNOLOGY DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
11/25/2020
(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 11/25/2020 C 5,750,000 A 5,750,000 I See footnote ( 2 )
Class A Common Stock 11/25/2020 J( 3 ) 1,744,898 D 4,005,102 I See footnote ( 2 )
Class A Common Stock 11/25/2020 J( 4 ) 1,144,898 A 1,144,898 I See footnote ( 5 )
Class A Common Stock 11/25/2020 J( 6 ) 300,000 A 300,000 I See footnote ( 7 )
Class A Common Stock 11/25/2020 J( 8 ) 300,000 A 300,000 I See footnote ( 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 Exercisab le 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
Class B Common Stock ( 1 ) 11/25/2020 C 5,750,000 ( 10 ) ( 1 ) ( 1 ) Class A Common Stock 5,750,000 $ 0 0 I See footnote ( 11 )
Private Placement Warrants ( 12 ) 11/25/2020 J 804,357 ( 12 ) ( 12 ) Class A Common Stock 804,357 ( 12 ) 804,357 I See footnote ( 13 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MIRRO JUSTIN E
C/O QUANTUMSCAPE CORPORATION
1730 TECHNOLOGY DRIVE
SAN JOSE, CA95110
X
Signatures
/s/ Michael O. McCarthy III, Attorney-in-Fact 11/30/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )As described in the Issuer's Registration Statement on Form S-1 (File No. 333-239053) under the heading "Description of Securities-Founder Shares", the Issuer's shares of Class B Common Stock, par value $0.0001 per share, automatically converted into the Issuer's shares of Class A Common Stock, par value $0.0001 per share, at the time of the Issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.
( 2 )As a managing member of the managing member of Kensington Capital Sponsor LLC (the "Sponsor"), the Reporting Person may be deemed to share beneficial ownership of the shares of Class A Common Stock held directly by the Sponsor, and disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
( 3 )These Class A Common Stock shares were distributed by Kensington Capital Sponsor LLC to its members following the Issuer's initial business combination on November 25, 2020.
( 4 )These shares were acquired by Kensington Capital Partners, LLC, for which Reporting Person is the managing member and sole owner, by virtue of a distribution of Class A Common Stock by Kensington Capital Sponsor LLC to its members following Issuer's initial business combination on November 25, 2020.
( 5 )Held of record by Kensington Capital Partners, LLC, for which Reporting Person is the managing member and sole owner, by virtue of a distribution of Class A Common Stock by Kensington Capital Sponsor LLC to its members following Issuer's initial business combination on November 25, 2020.
( 6 )These shares were acquired by the Justin E. Mirro 2020 Qualified Annuity Trust under agreement dated June 27, 2020, for which the Reporting Person serves as trustee, by virtue of a distribution of Class A Common Stock by Kensington Capital Sponsor LLC to its members following Issuer's initial business combination on November 25, 2020.
( 7 )Held of record by the Justin E. Mirro 2020 Qualified Annuity Trust under agreement dated June 27, 2020, for which the Reporting Person serves as trustee. The Reporting Person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
( 8 )These shares were acquired by the Kensington Capital Trust under agreement dated June 27, 2020, for which the Reporting Person's spouse serves as a trustee, by virtue of a distribution of Class A Common Stock by Kensington Capital Sponsor LLC to its members following Issuer's initial business combination on November 25, 2020.
( 9 )Held of record by the Kensington Capital Trust under agreement dated June 27, 2020, for which the Reporting Person's spouse serves as a trustee. The Reporting Person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
( 10 )These shares represent Class B Common Stock held by the Sponsor that were acquired pursuant to a subscription agreement by and between the Sponsor and the Issuer.
( 11 )As a managing member of the managing member of the Sponsor, the Reporting Person may be deemed to share beneficial ownership of the shares of Class B Common Stock held directly by the Sponsor, and disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
( 12 )These securities were acquired by Kensington Capital Partners, LLC, for which Reporting Person is the managing member and sole owner, by virtue of a distribution of warrants exercisable for shares of Class A Common Stock by Kensington Capital Sponsor LLC to its members following Issuer's initial business combination on November 25, 2020.
( 13 )Held of record by Kensington Capital Partners, LLC, for which the Reporting Person is the managing member and sole owner, by virtue of a distribution of warrants exercisable for shares of Class A Common Stock by Kensington Capital Sponsor LLC to its members following Issuer's initial business combination on November 25, 2020.

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