SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Linse Michael

(Last) (First) (Middle)
53 CALLE PALMERAS, SUITE 601

(Street)
SAN JUAN PR 00901

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ChargePoint Holdings, Inc. [ CHPT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
07/01/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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
Common Stock 07/01/2021 J(1)(2) 925,644 A (1) 30,803,383 I See Footnotes(3)(9)
Common Stock 07/01/2021 J(1)(2) 268,025 A (1) 8,919,234 I See Footnotes(4)(9)
Common Stock 07/01/2021 J(1)(2) 301,568 A (1) 10,035,466 I See Footnotes(5)(9)
Common Stock 07/01/2021 J(1)(2) 208,716 A (1) 6,945,582 I See Footnotes(6)(9)
Common Stock 07/01/2021 J(1)(2) 286,186 A (1) 7,357,360 I See Footnotes(7)(9)
Common Stock 07/01/2021 J(1)(2) 634,403 A (1) 11,722,016 I See Footnotes(8)(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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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
1. Name and Address of Reporting Person*
Linse Michael

(Last) (First) (Middle)
53 CALLE PALMERAS, SUITE 601

(Street)
SAN JUAN PR 00901

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Linse Capital CP VI LLC

(Last) (First) (Middle)
985 DAMONTE RANCH PARKWAY, SUITE 240

(Street)
RENO NV 89521

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Linse Capital CP, LLC

(Last) (First) (Middle)
53 CALLE PALMERAS, SUITE 601

(Street)
SAN JUAN PR 00901

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Linse Capital CP II LLC

(Last) (First) (Middle)
53 CALLE PALMERAS, SUITE 601

(Street)
SAN JUAN PR 00901

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Linse Capital CP III, LLC

(Last) (First) (Middle)
53 CALLE PALMERAS, SUITE 601

(Street)
SAN JUAN PR 00901

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Linse Capital CP IV, LLC

(Last) (First) (Middle)
53 CALLE PALMERAS, SUITE 601

(Street)
SAN JUAN PR 00901

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Linse Capital CP V, LLC

(Last) (First) (Middle)
53 CALLE PALMERAS, SUITE 601

(Street)
SAN JUAN PR 00901

(City) (State) (Zip)
Explanation of Responses:
1. Pursuant to the terms of that certain Business Combination Agreement and Plan of Reorganization, dated as of September 23, 2020 (the "Business Combination Agreement"), among Switchback Energy Acquisition Corporation (since renamed "ChargePoint Holdings, Inc." and referred to herein as the "Issuer"), Lightning Merger Sub Inc., a wholly owned subsidiary of the Issuer ("Merger Sub"), and ChargePoint, Inc., the Merger Sub merged with and into ChargePoint, Inc. (the "Merger"), the reporting persons became entitled to receive shares of the Issuer's Common Stock (the "Earnout Shares") following each of three Triggering Events (as defined in the Business Combination Agreement) that occur within five years of the February 26, 2021 closing of the Merger.
2. The third "Triggering Event" is the date on which the volume-weighted average closing sale price of the Issuer's Common Stock is greater than or equal to $30.00 for any ten trading days within any twenty consecutive trading day period. The third Triggering Event occurred, and pursuant to the terms of the Business Combination Agreement, the Earnout Shares reported on this Form 4 were issued on July 1, 2021. The issuance of shares as merger consideration in the Merger transaction, including the receipt of the Earnout Shares reported on this Form 4, was exempt under Rule 16b-3.
3. The Shares are held directly by Linse Capital CP, LLC ("Linse I"). Mr. Linse is the managing director of Linse Capital LLC, which is the manager of Linse I. Mr. Linse has sole voting and investment power over the shares held by Linse I.
4. The Shares are held directly by Linse Capital CP II, LLC ("Linse II"). Mr. Linse is the managing director of Linse Capital LLC, which is the manager of Linse II. Mr. Linse has sole voting and investment power over the shares held by Linse II.
5. The Shares are held directly by Linse Capital CP III, LLC ("Linse III"). Mr. Linse is the managing director of Linse Capital LLC, which is the manager of Linse III. Mr. Linse has the sole voting and investment power over the shares held by Linse III.
6. The Shares are held directly by Linse Capital CP IV, LLC ("Linse IV"). Mr. Linse is the managing director of Linse Capital LLC, which is the manager of Linse IV. Mr. Linse has sole voting and investment power over the shares held by Linse IV.
7. The Shares are held directly by Linse Capital CP V, LLC ("Linse V"). Mr. Linse is the managing director of Linse Capital LLC, which is the manager of Linse V. Mr. Linse has sole voting and investment power over the shares held by Linse V.
8. The Shares are held directly by Linse Capital CP VI, LLC ("Linse VI"). Linse Capital CP VI GP LP ("Linse GP VI") is the manager of Linse VI, and Linse Capital Management PR LLC ("LCMPR") is the general partner of Linse GP VI. Mr. Linse is the managing director of Linse Capital LLC, which is the manager of LCMPR. Mr. Linse has sole voting and investment power over the shares held by Linse VI.
9. Each of the Reporting Persons disclaims beneficial ownership of the securities in this report except to the extent of any pecuniary interest therein, and the filing of this report or the inclusion of the securities in this report shall not be deemed an admission that any of the Reporting Persons is the beneficial owner of the reported securities for purposes of Section 16 or for any other purpose.
Remarks:
/s/ Michael Linse 07/06/2021
/s/ Michael Linse, as Managing Director of Linse Capital LLC, in its capacity as the Manager of Linse Capital CP, LLC 07/06/2021
/s/ Michael Linse, as Managing Director of Linse Capital LLC, in its capacity as the Manager of Linse Capital CP II, LLC 07/06/2021
/s/ Michael Linse, as Managing Director of Linse Capital LLC, in its capacity as the Manager of Linse Capital CP III, LLC 07/06/2021
/s/ Michael Linse, as Managing Director of Linse Capital LLC, in its capacity as the Manager of Linse Capital CP IV, LLC 07/06/2021
/s/ Michael Linse, as Managing Director of Linse Capital LLC, in its capacity as the Manager of Linse Capital CP V, LLC 07/06/2021
/s/ Michael Linse, as Managing Director of Linse Capital LLC, in its capacity as the Manager of Linse Capital Management PR LLC, in its capacity as the General Partner of Linse Capital CP VI GP LP, in its capacity as the Manager of Linse Capital CP VI LLC 07/06/2021
** 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 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).
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