QuantumScape Corp — Director's Dealing 2021

Dec 9, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: QuantumScape Corp (QS)
CIK: 0001811414
Period of Report: 2021-12-06

Reporting Person: Holme Timothy (Chief Technology Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-12-06	Class A Common Stock	S	55568	$23.7034	Disposed	256091	Indirect
2021-12-06	Class A Common Stock	S	224243	$24.7025	Disposed	31848	Indirect
2021-12-06	Class A Common Stock	S	20189	$25.1198	Disposed	11659	Indirect
2021-12-07	Class A Common Stock	C	298989	—	Acquired	562668	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-12-07	Class B Common Stock	$	C	298989	Disposed		Class A Common Stock (298989)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	263679	Direct

Footnotes

F1: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person in December 2021.

F2: The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.08 to $24.07, 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.

F3: The Reporting Person transferred 311,659 shares of Class A Common Stock to a trust on November 30, 2021 and such shares are now owned indirectly.

F4: The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.08 to $25.075, 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 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.08 to $25.175, 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: Includes 234,599 shares represented by restricted stock units ("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.

F7: The Class B Common Stock is convertible into an equal number of shares of Class A Common Stock at any time, at the holder's election, and has no expiration date. On December 7, 2021, the Reporting Person directed the conversion of 298,989 shares of Class B Common Stock into Class A Common Stock.