Filing Details
- Accession Number:
- 0001209191-23-017439
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2023-03-08 21:44:53
- Reporting Period:
- 2023-03-06
- Accepted Time:
- 2023-03-08 21:44:53
- 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 |
|---|---|---|---|---|---|---|---|
| 1398826 | Jagdeep Singh | C/O Quantumscape Corporation 1730 Technology Drive San Jose CA 95110 | Chief Executive Officer | Yes | Yes | Yes | Yes |
Reported Non-Derivative Transactions
| Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|---|---|---|---|---|---|
| Class A Common Stock | Acquisiton | 2023-03-06 | 2,188,411 | $0.00 | 2,188,411 | No | 4 | C | Indirect | By Jagdeep Singh 2020 Annuity Trust A dated September 1, 2020 |
| Class A Common Stock | Disposition | 2023-03-06 | 2,188,411 | $0.00 | 0 | No | 4 | G | Indirect | By Jagdeep Singh 2020 Annuity Trust A dated September 1, 2020 |
| Class A Common Stock | Acquisiton | 2023-03-06 | 2,188,411 | $0.00 | 2,188,411 | No | 4 | G | Indirect | By Trusts |
| Class A Common Stock | Acquisiton | 2023-03-06 | 2,188,411 | $0.00 | 2,188,411 | No | 4 | C | Indirect | By Roshni Singh 2020 Annuity Trust A dated September 1, 2020 |
| Class A Common Stock | Disposition | 2023-03-06 | 2,188,411 | $0.00 | 0 | No | 4 | G | Indirect | By Roshni Singh 2020 Annuity Trust A dated September 1, 2020 |
| Class A Common Stock | Acquisiton | 2023-03-06 | 2,188,411 | $0.00 | 2,188,411 | No | 4 | G | Indirect | By Trusts |
| Class A Common Stock | Acquisiton | 2023-03-06 | 478,747 | $0.00 | 1,449,624 | No | 4 | C | Indirect | By: The Singh Family TR DTD 10/3/96 |
| Class A Common Stock | Disposition | 2023-03-06 | 478,747 | $9.03 | 970,877 | No | 4 | S | Indirect | By: The Singh Family TR DTD 10/3/96 |
| Class A Common Stock | Acquisiton | 2023-03-07 | 301,406 | $0.00 | 1,272,283 | No | 4 | C | Indirect | By: The Singh Family TR DTD 10/3/96 |
| Class A Common Stock | Disposition | 2023-03-07 | 301,406 | $8.37 | 970,877 | No | 4 | S | Indirect | By: The Singh Family TR DTD 10/3/96 |
| Class A Common Stock | Acquisiton | 2023-03-08 | 355,000 | $0.00 | 1,325,877 | No | 4 | C | Indirect | By: The Singh Family TR DTD 10/3/96 |
| Class A Common Stock | Disposition | 2023-03-08 | 355,000 | $7.78 | 970,877 | No | 4 | S | Indirect | By: The Singh Family TR DTD 10/3/96 |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | C | Indirect | By Jagdeep Singh 2020 Annuity Trust A dated September 1, 2020 |
| No | 4 | G | Indirect | By Jagdeep Singh 2020 Annuity Trust A dated September 1, 2020 |
| No | 4 | G | Indirect | By Trusts |
| No | 4 | C | Indirect | By Roshni Singh 2020 Annuity Trust A dated September 1, 2020 |
| No | 4 | G | Indirect | By Roshni Singh 2020 Annuity Trust A dated September 1, 2020 |
| No | 4 | G | Indirect | By Trusts |
| No | 4 | C | Indirect | By: The Singh Family TR DTD 10/3/96 |
| No | 4 | S | Indirect | By: The Singh Family TR DTD 10/3/96 |
| No | 4 | C | Indirect | By: The Singh Family TR DTD 10/3/96 |
| No | 4 | S | Indirect | By: The Singh Family TR DTD 10/3/96 |
| No | 4 | C | Indirect | By: The Singh Family TR DTD 10/3/96 |
| No | 4 | S | Indirect | By: The Singh Family TR DTD 10/3/96 |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Class A Common Stock | Class B Common Stock | Disposition | 2023-03-06 | 2,188,411 | $0.00 | 2,188,411 | $0.00 |
| Class A Common Stock | Class B Common Stock | Disposition | 2023-03-06 | 2,188,411 | $0.00 | 2,188,411 | $0.00 |
| Class B Common Stock | Stock Option (right to buy) | Disposition | 2023-03-06 | 852,630 | $0.00 | 852,630 | $0.64 |
| Class A Common Stock | Class B Common Stock | Disposition | 2023-03-06 | 478,747 | $0.00 | 478,747 | $0.00 |
| Class B Common Stock | Stock Option (right to buy) | Disposition | 2023-03-07 | 534,166 | $0.00 | 534,166 | $0.64 |
| Class A Common Stock | Class B Common Stock | Disposition | 2023-03-07 | 301,406 | $0.00 | 301,406 | $0.00 |
| Class B Common Stock | Stock Option (right to buy) | Disposition | 2023-03-08 | 624,078 | $0.00 | 624,078 | $0.64 |
| Class A Common Stock | Class B Common Stock | Disposition | 2023-03-08 | 355,000 | $0.00 | 355,000 | $0.00 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 0 | No | 4 | C | Indirect | ||
| 0 | No | 4 | C | Indirect | ||
| 2,193,212 | 2014-02-13 | 2023-04-08 | No | 4 | M | Direct |
| 1,714,465 | No | 4 | C | Direct | ||
| 2,248,631 | 2014-02-13 | 2023-04-08 | No | 4 | M | Direct |
| 1,947,225 | No | 4 | C | Direct | ||
| 2,571,303 | 2014-02-13 | 2023-04-08 | No | 4 | M | Direct |
| 2,216,303 | No | 4 | C | Direct |
Reported Non-Derivative Holdings
| Sec. Name | Remaning Holdings | Nature of Ownership | Explanation |
|---|---|---|---|
| Class A Common Stock | 2,650,596 | Direct |
Reported Derivative Holdings
| Sec. Name | Sec. Type | Price | Date | Expiration Date | Amount | Remaning Holdings | Nature of Ownership |
|---|---|---|---|---|---|---|---|
| Class A Common Stock | Class B Common Stock | $0.00 | 9,208,063 | 9,208,063 | Indirect |
| Expiration Date | Amount | Remaning Holdings | Nature of Ownership |
|---|---|---|---|
| 9,208,063 | 9,208,063 | Indirect |
Footnotes
- Immediately upon disposition, the shares of Class B Common Stock were automatically converted into shares of Class A Common Stock on a one-to-one basis, in accordance with the Issuer's Amended and Restated Certificate of Incorporation.
- Compulsory transfers of shares from Reporting Person's trust to estate planning trusts for no consideration based on terms originally entered into in September 2020.
- The Reporting Person's family members are beneficiaries of the trusts. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
- Immediately prior to the conversion and sale of the shares, such shares were registered in the name of the Reporting Person's family trust.
- Sales to cover estimated taxes and costs associated with the exercise of expiring options. The options were granted in April 2013 and due to expire April 2023.
- The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.64 to $9.37, 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 Form 4.
- The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.23 to $8.73, 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 Form 4.
- The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.64 to $8.14, 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 Form 4.
- Includes 1,508,154 shares represented by restricted stock units ("RSUs"). Each RSU represents the Reporting Person's right to receive one share of Class A Common Stock of the Issuer. A portion of the RSUs vest each quarter, subject to the Reporting Person's continued service as of each vesting date.
- Each share of Class B Common Stock is convertible at any time into Class A Common Stock on a one-to-one basis and has no expiration date in accordance with the Issuer's Amended and Restated Certificate of Incorporation.
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