Sec Form 4 Filing - Prinz Fritz @ QuantumScape Corp - 2022-06-08

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 Prinz Fritz 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) 06/08/2022 (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 06/08/2022 S( 1 ) 93,360 D $ 12.0173( 2 ) 146,480 I By Friedrich Prinz and Gertrud Prinz, Trustees of the Prinz Family Trust dated September 17, 2018 Class A Common Stock 06/08/2022 S( 1 ) 31,120 D $ 12.0173( 2 ) 32,160 I By Marie Helene Prinz 2019 Trust dated June 17, 2019 Class A Common Stock 06/08/2022 S( 1 ) 31,120 D $ 12.0173( 2 ) 32,160 I By Benedikt Prinz 2019 Trust dated June 17, 2019 Class A Common Stock 06/09/2022 C( 3 ) 818,146 A 964,626 I By Friedrich Prinz and Gertrud Prinz, Trustees of the Prinz Family Trust dated September 17, 2018 Class A Common Stock 06/09/2022 C( 3 ) 289,382 A 321,542 I By Marie Helene Prinz 2019 Trust dated June 17, 2019 Class A Common Stock 06/09/2022 C( 3 ) 289,382 A 321,542 I By Benedikt Prinz 2019 Trust dated June 17, 2019

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivat ive 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 Class B Common Stock ( 3 ) 06/09/2022 C 818,146 ( 3 ) ( 3 ) Class A Common Stock 818,146 ( 3 ) 6,374,969( 4 )( 5 )( 6 ) I By Friedrich Prinz and Gertrud Prinz, Trustees of the Prinz Family Trust dated September 17, 2018 Class B Common Stock ( 3 ) 06/09/2022 C 289,382 ( 3 ) ( 3 ) Class A Common Stock 289,382 ( 3 ) 801,200 I By Marie Helene Prinz 2019 Trust dated June 17, 2019 Class B Common Stock ( 3 ) 06/09/2022 C 289,382 ( 3 ) ( 3 ) Class A Common Stock 289,382 ( 3 ) 801,200 I By Benedikt Prinz 2019 Trust dated June 17, 2019 Class B Common Stock ( 3 ) ( 3 ) ( 3 ) Class A Common Stock ( 3 ) 1,055,131( 5 ) I By: Gertrude Prinz Annuity Trust dated August 31, 2020 Class B Common Stock ( 3 ) ( 3 ) ( 3 ) Class A Common Stock ( 3 ) 1,055,131( 6 ) I By: Friedrich Prinz Annuity Trust dated August 31, 2020

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Prinz Fritz C/O QUANTUMSCAPE CORPORATION 1730 TECHNOLOGY DRIVE SAN JOSE, CA95110 X Signatures /s/ Michael O. McCarthy, III, attorney-in-fact 06/10/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person in September 2021. ( 2 )The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.64 to $12.39, inclusive. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 4. ( 3 )The Class B Common Stock is convertible into Class A Common Stock at the holder's election and has no expiration date or conversion price. On June 9, 2022, the Reporting Person directed the conversion of shares of Class B Common Stock into Class A Common Stock. ( 4 )The Reporting Person transferred 6,890,327 shares of Class B Common Stock to a trust on November 30, 2021 and such shares are now owned indirectly. ( 5 )The Gertrude Prinz Annuity Trust dated August 31, 2020 transferred 151,394 shares of Class B Common Stock to Friedrich Prinz and Gertrud Prinz, Trustees of the Prinz Family Trust dated September 17, 2018 on November 30, 2021. ( 6 )The Friedrich Prinz Annuity Trust dated August 31, 2020 transferred 151,394 shares of Class B Common Stock to Friedrich Prinz and Gertrud Prinz, Trustees of the Prinz Family Trust dated September 17, 2018 on November 30, 2021.

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 curren tly valid OMB Number.