QuantumScape Corp — Director's Dealing 2021

Oct 5, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: QuantumScape Corp (QS)
CIK: 0001811414
Period of Report: 2021-09-30

Reporting Person: MIRRO JUSTIN E (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-09-30	Class A Common Stock	X	379357	$11.50	Acquired	1540493	Indirect
2021-09-30	Class A Common Stock	S	186437	$23.40	Disposed	1354056	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-09-30	Warrant (right to buy)	$11.50	X	379357	Disposed		Class A Common Stock (379357)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	250000	Indirect
Class A Common Stock	250000	Indirect
Class A Common Stock	4005102	Indirect

Footnotes

F1: Held of record by Kensington Capital Partners, LLC, for which the Reporting Person is the managing member and sole owner.

F2: On September 30, 2021, Kensington Capital Partners, LLC exercised a warrant to purchase 379,357 shares of Company common stock for $11.50 a share. Kensington Capital Partners, LLC paid the exercise price on a cashless basis, resulting in the withholding of 186,437 of the warrant shares by the Company to pay the exercise price and issuing to Kensington Capital Partners, LLC the remaining 192,920 shares.

F3: 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.

F4: 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.

F5: 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.

F6: 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.