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Filing Details

Accession Number:: 0001209191-21-056001
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2021-09-14 18:00:14
Reporting Period:: 2021-09-10

Accepted Time:: 2021-09-14 18:00:14
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1811414	Quantumscape Corp	QS	()	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1641982	E Justin Mirro	C/O Quantumscape Corporation 1730 Technology Drive San Jose CA 95110		Yes	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Acquisiton	2021-09-10	500,000	$11.50	1,424,898	No	4	X	Indirect	By Kensington Capital Partners, LLC
Class A Common Stock	Disposition	2021-09-10	263,762	$21.80	1,161,136	No	4	S	Indirect	By Kensington Capital Partners, LLC

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	X	Indirect	By Kensington Capital Partners, LLC
No	4	S	Indirect	By Kensington Capital Partners, LLC

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Warrant (right to buy)	Disposition	2021-09-10	500,000	$0.00	500,000	$11.50

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
379,357			No	4	X	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class A Common Stock	250,000	Indirect	By Kensington Capital Trust
Class A Common Stock	250,000	Indirect	By Justin E. Mirro 2020 Qualified Annuity Trust
Class A Common Stock	4,005,102	Indirect	By Kensington Capital Sponsor LLC

Footnotes

Held of record by Kensington Capital Partners, LLC, for which the Reporting Person is the managing member and sole owner.
On September 10, 2021, Kensington Capital Partners, LLC exercised a warrant to purchase 500,000 shares of Company common stock for $11.50 a share. Kensington Capital Partners, LLC paid the exercise price on a cashless basis, resulting in the withholding of 263,762 of the warrant shares by the Company to pay the exercise price and issuing to Kensington Capital Partners, LLC the remaining 236,238 shares.
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.
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.
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.
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.