SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Hettrich Kevin

(Last)

(First)

(Middle)

C/O QUANTUMSCAPE CORPORATION

1730 TECHNOLOGY DRIVE

(Street)

SAN JOSE

95110

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/25/2020

3. Issuer Name and Ticker or Trading Symbol
QuantumScape Corp [ QS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Financial Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	1,036,335⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B Common Stock	⁽²⁾	⁽²⁾	Class A Common Stock	422,283	⁽²⁾	D
Stock Option (right to buy)	02/18/2019⁽³⁾	05/03/2026	Class A Common Stock	24,375	1.3128	D
Stock Option (right to buy)	04/27/2019⁽⁴⁾	05/03/2026	Class A Common Stock	241,305	1.3128	D
Stock Option (right to buy)	04/01/2017⁽⁵⁾	03/15/2027	Class A Common Stock	467,551	1.3252	D
Stock Option (right to buy)	06/05/2019⁽⁶⁾	06/05/2029	Class A Common Stock	402,174	2.377	D

Explanation of Responses:

1. Includes 804,350 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. 1/6th of the RSUs vest on February 15, 2021 and 1/12th vest quarterly thereafter, subject to the Reporting Person's continued service as of each vesting date.

2. Each share of Class B Common Stock is convertible at any time into Class A Common Stock on a one-to-one basis at the Reporting Person's election and has no expiration date.

3. 75% of the shares subject to the option vested and became exercisable on February 18, 2019, and the remaining shares will vest monthly thereafter, subject to the Reporting Person's continued service at each vesting date.

4. 75% of the shares subject to the option vested and became exercisable on April 27, 2019, and the remaining shares will vest monthly thereafter, subject to the Reporting Person's continued service at each vesting date.

5. Shares subject to the option vested and became exercisable on April 1, 2017, and the remaining shares will vest monthly thereafter, subject to the Reporting Person's continued service at each vesting date.

6. Shares subject to the option vested and became exercisable on June 5, 2019, and the remaining shares will vest monthly thereafter, subject to the Reporting Person's continued service at each vesting date.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Michael O McCarthy III, Attorney-in-Fact	12/07/2020
	** Signature of Reporting Person	Date
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 5 (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 currently valid OMB Number.