QuantumScape Corp — Director's Dealing 2024

Feb 21, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: QuantumScape Corp (QS)
CIK: 0001811414
Period of Report: 2024-02-15

Reporting Person: Sivaram Srinivasan (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-02-15	Class A Common Stock	A	976226	—	Acquired	1923809	Direct
2024-02-15	Class A Common Stock	A	1464340	—	Acquired	3388149	Direct
2024-02-16	Class A Common Stock	F	7442	$7.0019	Disposed	3380707	Direct
2024-02-20	Class A Common Stock	F	8119	$6.5366	Disposed	3372588	Direct

Footnotes

F1: In connection with the Reporting Person's appointment as the Chief Executive Officer of the Issuer, the Issuer granted restricted stock units ("RSUs") to the Reporting Person. Each RSU represents the Reporting Person's right to receive one share of Class A Common Stock of the Issuer. Twenty-five percent (25%) of the RSUs will vest on February 15, 2025, and six and one-quarter percent (6.25%) will vest quarterly thereafter, subject to the Reporting Person's continued service as of each vesting date.

F2: In connection with the Reporting Person's appointment as the Chief Executive Officer of the Issuer, the Issuer granted performance restricted stock units ("PSUs") to the Reporting Person. Each PSU represents the Reporting Person's right to receive one share of Class A Common Stock of the Issuer. The PSUs vest upon achievement of certain performance milestones, subject to the Reporting Person's continued service as of each vesting date.

F3: Represents a sale to cover tax obligations on the release of RSUs.

F4: The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.89 to $7.24, 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 $6.46 to $6.83, 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 3,329,454 shares represented by RSUs and PSUs. Each RSU/PSU represents the Reporting Person's right to receive one share of Class A Common Stock of the Issuer. The RSUs vest each quarter and the PSUs vest upon achievement of certain performance milestones, in both cases subject to the Reporting Person's continued service as of each vesting date.