QuantumScape Corp — Director's Dealing 2020

Jun 26, 2020

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Kensington Capital Acquisition Corp. (KCAC)
CIK: 0001811414
Period of Report: 2020-06-25

Reporting Person: MIRRO JUSTIN E (Director, See Remarks, 10% Owner)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B common stock	$		Class A common stock (5750000)		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, will automatically convert 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: These shares represent Class B Common Stock held by Kensington Capital Sponsor LLC (the "Sponsor") that were acquired pursuant to a subscription agreement by and between the Sponsor and the issuer. The shares of Class B common stock owned by the Sponsor include up to 750,000 shares that are subject to forfeiture to the extent the underwriters of the initial public offering of the issuer's securities do not exercise in full their over-allotment option as described in the issuer's registration statement.

F3: 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.