QuantumScape Corp — Director's Dealing 2022

Jan 11, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: QuantumScape Corp (QS)
CIK: 0001811414
Period of Report: 2022-01-07

Reporting Person: MIRRO JUSTIN E (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-01-07	Class A Common Stock	S	46852	$21.0257	Disposed	1187204	Indirect
2022-01-07	Class A Common Stock	S	3148	$21.6379	Disposed	1184056	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	5294	Direct
Class A Common Stock	250000	Indirect
Class A Common Stock	250000	Indirect
Class A Common Stock	4005102	Indirect

Footnotes

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

F2: The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $20.53 to $21.51, 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: Held of record by Kensington Capital Partners, LLC, for which the Reporting Person is the managing member.

F4: The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.57 to $21.75, 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: Includes 5,294 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. 100% of the RSUs vest on the first quarterly vesting date following the one-year anniversary of the grant date, subject to the Reporting Person's continued service as of the vesting date.

F6: 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.

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: 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.