QuantumScape Corp — Director's Dealing 2023

Mar 9, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: QuantumScape Corp (QS)
CIK: 0001811414
Period of Report: 2023-03-06

Reporting Person: Singh Jagdeep (Director, Chief Executive Officer, 10% Owner, Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-03-06	Class A Common Stock	C	2188411	—	Acquired	2188411	Indirect
2023-03-06	Class A Common Stock	G	2188411	$0.00	Disposed	0	Indirect
2023-03-06	Class A Common Stock	G	2188411	$0.00	Acquired	2188411	Indirect
2023-03-06	Class A Common Stock	C	2188411	—	Acquired	2188411	Indirect
2023-03-06	Class A Common Stock	G	2188411	$0.00	Disposed	0	Indirect
2023-03-06	Class A Common Stock	G	2188411	$0.00	Acquired	2188411	Indirect
2023-03-06	Class A Common Stock	C	478747	—	Acquired	1449624	Indirect
2023-03-06	Class A Common Stock	S	478747	$9.0333	Disposed	970877	Indirect
2023-03-07	Class A Common Stock	C	301406	—	Acquired	1272283	Indirect
2023-03-07	Class A Common Stock	S	301406	$8.3742	Disposed	970877	Indirect
2023-03-08	Class A Common Stock	C	355000	—	Acquired	1325877	Indirect
2023-03-08	Class A Common Stock	S	355000	$7.7771	Disposed	970877	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-03-06	Class B Common Stock	$	C	2188411	Disposed		Class A Common Stock (2188411)	Indirect
2023-03-06	Class B Common Stock	$	C	2188411	Disposed		Class A Common Stock (2188411)	Indirect
2023-03-06	Stock Option (right to buy)	$0.6439	M	852630	Disposed	2023-04-08	Class B Common Stock (852630)	Direct
2023-03-06	Class B Common Stock	$	C	478747	Disposed		Class A Common Stock (478747)	Direct
2023-03-07	Stock Option (right to buy)	$0.6439	M	534166	Disposed	2023-04-08	Class B Common Stock (534166)	Direct
2023-03-07	Class B Common Stock	$	C	301406	Disposed		Class A Common Stock (301406)	Direct
2023-03-08	Stock Option (right to buy)	$0.6439	M	624078	Disposed	2023-04-08	Class B Common Stock (624078)	Direct
2023-03-08	Class B Common Stock	$	C	355000	Disposed		Class A Common Stock (355000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	2650596	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (9208063)	9208063	Indirect

Footnotes

F1: Immediately upon disposition, the shares of Class B Common Stock were automatically converted into shares of Class A Common Stock on a one-to-one basis, in accordance with the Issuer's Amended and Restated Certificate of Incorporation.

F2: Compulsory transfers of shares from Reporting Person's trust to estate planning trusts for no consideration based on terms originally entered into in September 2020.

F3: The Reporting Person's family members are beneficiaries of the trusts. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

F4: Immediately prior to the conversion and sale of the shares, such shares were registered in the name of the Reporting Person's family trust.

F5: Sales to cover estimated taxes and costs associated with the exercise of expiring options. The options were granted in April 2013 and due to expire April 2023.

F6: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.64 to $9.37, 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 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 $8.23 to $8.73, 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 Form 4.

F8: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.64 to $8.14, 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 Form 4.

F9: Includes 1,508,154 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.

F10: Each share of Class B Common Stock is convertible at any time into Class A Common Stock on a one-to-one basis and has no expiration date in accordance with the Issuer's Amended and Restated Certificate of Incorporation.