QuantumScape Corp — Director's Dealing 2020

Dec 1, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: MIRRO JUSTIN E (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-11-25	Class A Common Stock	C	5750000	—	Acquired	5750000	Indirect
2020-11-25	Class A Common Stock	J	1744898	—	Disposed	4005102	Indirect
2020-11-25	Class A Common Stock	J	1144898	—	Acquired	1144898	Indirect
2020-11-25	Class A Common Stock	J	300000	—	Acquired	300000	Indirect
2020-11-25	Class A Common Stock	J	300000	—	Acquired	300000	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-11-25	Class B Common Stock	$	C	5750000	Disposed		Class A Common Stock (5750000)	Indirect
2020-11-25	Private Placement Warrants	$	J	804357	Acquired		Class A Common Stock (804357)	Indirect

Footnotes

F1: As described in the Issuer's Registration Statement on Form S-1 (File No. 333-239053) under the heading "Description of Securities-Founder Shares", the Issuer's shares of Class B Common Stock, par value $0.0001 per share, automatically converted into the Issuer's shares of Class A Common Stock, par value $0.0001 per share, at the time of the Issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.

F2: 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.

F3: These Class A Common Stock shares were distributed by Kensington Capital Sponsor LLC to its members following the Issuer's initial business combination on November 25, 2020.

F4: These shares were acquired by Kensington Capital Partners, LLC, for which Reporting Person is the managing member and sole owner, by virtue of a distribution of Class A Common Stock by Kensington Capital Sponsor LLC to its members following Issuer's initial business combination on November 25, 2020.

F5: Held of record by Kensington Capital Partners, LLC, for which Reporting Person is the managing member and sole owner, by virtue of a distribution of Class A Common Stock by Kensington Capital Sponsor LLC to its members following Issuer's initial business combination on November 25, 2020.

F6: These shares were acquired by the Justin E. Mirro 2020 Qualified Annuity Trust under agreement dated June 27, 2020, for which the Reporting Person serves as trustee, by virtue of a distribution of Class A Common Stock by Kensington Capital Sponsor LLC to its members following Issuer's initial business combination on November 25, 2020.

F7: 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.

F8: These shares were acquired by the Kensington Capital Trust under agreement dated June 27, 2020, for which the Reporting Person's spouse serves as a trustee, by virtue of a distribution of Class A Common Stock by Kensington Capital Sponsor LLC to its members following Issuer's initial business combination on November 25, 2020.

F9: 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.

F10: These shares represent Class B Common Stock held by the Sponsor that were acquired pursuant to a subscription agreement by and between the Sponsor and the Issuer.

F11: As a managing member of the managing member of the Sponsor, the Reporting Person may be deemed to share beneficial ownership of the shares of Class B 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.

F12: 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.

F13: Held of record by Kensington Capital Partners, LLC, for which the 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.