QuantumScape Corp — Director's Dealing 2021

Dec 10, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: QuantumScape Corp (QS)
CIK: 0001811414
Period of Report: 2021-12-07

Reporting Person: MCCARTHY MICHAEL O III (Chief Legal Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-12-07	Class A Common Stock	M	60936	$0.6439	Acquired	482981	Direct
2021-12-07	Class A Common Stock	S	60936	$26.55	Disposed	422045	Direct
2021-12-07	Class A Common Stock	S	60387	$26.5471	Disposed	339613	Indirect
2021-12-08	Class A Common Stock	M	17930	$0.6439	Acquired	439975	Direct
2021-12-08	Class A Common Stock	M	12862	$0.6439	Acquired	452837	Direct
2021-12-08	Class A Common Stock	S	30792	$26.2574	Disposed	422045	Direct
2021-12-08	Class A Common Stock	S	47320	$26.2569	Disposed	292293	Indirect
2021-12-09	Class A Common Stock	M	51279	$0.00	Disposed	473324	Direct
2021-12-09	Class A Common Stock	S	51279	$26.1426	Disposed	422045	Direct
2021-12-09	Class A Common Stock	S	158857	$25.8231	Disposed	133436	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-12-07	Stock Option (right to buy)	$0.6439	M	60936	Disposed	2023-05-01	Class B Common Stock (60936)	Direct
2021-12-08	Stock Option (right to buy)	$0.6439	M	17930	Disposed	2023-05-01	Class B Common Stock (17930)	Direct
2021-12-08	Stock Option (right to buy)	$0.6439	M	12862	Disposed	2023-09-18	Class A Common Stock (12862)	Direct
2021-12-09	Stock Option (right to buy)	$0.6439	M	51279	Disposed	2023-09-18	Class A Common Stock (51279)	Direct

Footnotes

F1: The shares were initially acquired as Class B Common Stock via an option exercise, and then automatically converted on a one-to-one basis to Class A Common Stock in connection with the sale of the shares.

F2: Includes 944 shares purchased under the Issuer's Employee Stock Purchase Plan in December 2021.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.50 to $26.68, inclusive. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 4.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.50 to $26.67, inclusive. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 4.

F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.25 to $26.325, inclusive. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 4.

F6: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.25 to $26.35, inclusive. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 4.

F7: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.00 to $26.37, inclusive. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 4.

F8: Includes 351,903 shares represented by RSUs. Each RSU represents the Reporting Person's right to receive one share of Class A Common Stock of the Issuer. A portion of the RSUs vest each quarter, subject to the Reporting Person's continued service as of each vesting date.

F9: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.50 to $26.37, inclusive. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 4.