QuantumScape Corp — Director's Dealing 2020

Dec 7, 2020

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: QuantumScape Corp (QS)
CIK: 0001811414
Period of Report: 2020-11-25

Reporting Person: Volkswagen Group of America Investments, LLC (10% Owner)
Reporting Person: Volkswagen Group of America, Inc. (10% Owner)
Reporting Person: VOLKSWAGEN AG (10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock (par value $0.0001)	53014769	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock (par value $0.0001)	$		Class A Common Stock (17980436)		Direct

Footnotes

F1: These securities were acquired by the Reporting Persons pursuant to the Business Combination Agreement among the entity previously known as QuantumScape Corporation, a privately held Delaware corporation ("Original QuantumScape"), the Issuer (previously known as Kensington Capital Acquisition Corp.), and Kensington Capital Merger Sub Corp., a Delaware corporation and wholly owned subsidiary of the Issuer. Upon the closing of the business combination on November 25, 2020, Volkswagen Group of America Investments, LLC's ("VWGoAI") shares in Original QuantumScape were cancelled and automatically converted into the right to receive a number of shares of Class A Common Stock or Class B Common Stock of the Issuer, as applicable, determined in each case by reference to an "Exchange Ratio" calculated in accordance with the Business Combination Agreement (totaling 37,793,435 shares of Class A Common Stock and 17,980,436 shares of Class B Common Stock, respectively).

F2: Includes 15,221,334 shares of Class A Common Stock which VWGoAI had previously committed to acquire as of the closing of the business combination pursuant to a Series F Preferred Stock Purchase Agreement, dated May 14, 2020 (the "Agreement"), by and between Original QuantumScape and VWGoAI, as amended on September 3, 2020, and which were acquired on December 1, 2020. Pursuant to the Agreement, VWGoAI may acquire an additional 15,221,334 shares of Common A Common Stock subject to the achievement of certain technical milestones.

F3: These securities are directly held by VWGoAI, which is a wholly owned subsidiary of Volkswagen Group of America, Inc., a New Jersey corporation, which is a wholly owned subsidiary of Volkswagen Aktiengesellschaft, a public stock corporation organized under the laws of Germany.

F4: Shares of Class B Common Stock will convert into shares of Class A Common Stock at VWGoAI's option or will convert automatically into shares of Class A Common Stock upon a sale to a third party, in each case, on a one-for-one basis.