QuantumScape Corp — Director's Dealing 2023

Aug 19, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: QuantumScape Corp (QS)
CIK: 0001811414
Period of Report: 2023-08-16

Reporting Person: Hettrich Kevin (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-08-16	Class A Common Stock	F	30978	$7.0223	Disposed	672630	Direct
2023-08-17	Class A Common Stock	F	26385	$6.8714	Disposed	646245	Direct
2023-08-18	Class A Common Stock	M	34607	$1.3252	Acquired	680852	Direct
2023-08-18	Class A Common Stock	S	76648	$6.841	Disposed	604204	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-08-18	Stock Option (right to buy)	$1.3252	M	34607	Disposed	2027-03-15	Class A Common Stock (34607)	Direct

Footnotes

F1: Represents a sale to cover tax obligations on the release of restricted stock units ("RSUs"). The shares of the Issuer's common stock held by the Reporting Person, including shares received upon vesting of the RSUs, are subject to a lock-up agreement with the underwriters for the public offering of Class A Common Stock by the Issuer for which the underwriting agreement was entered into on August 3, 2023.

F2: The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.92 to $7.095, 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 price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.78 to $7.01, 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 option exercise and subsequent sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 14, 2023.

F5: The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.71 to $6.92, 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 597,182 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.