QuantumScape Corp — Major Shareholding Notification 2021

Feb 16, 2021

SC 13G 1 tm216646d5_sc13g.htm SC 13G

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13G

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

(Amendment No. _)*

QuantumScape Corporation

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(Name of Issuer)

Class A Common Stock

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(Title of Class of Securities)

74767V109

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(CUSIP Number)

December 31, 2020

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(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on following pages)

Page 1 of 9

Exhibit Index on Page 8

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CUSIP #74767V109 Page 2 of 9

1	NAME OF REPORTING PERSONS
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER 18,700,124 shares (including 16,918,635 shares represented by Class B common stock shares), except that KPCB XIV Associates, LLC (“Associates”), the managing member of KPCB XIV, may be deemed to have sole power to vote these shares.
6	SHARED VOTING POWER See response to row 5.
7	SOLE DISPOSITIVE POWER 18,700,124 shares (including 16,918,635 shares represented by Class B common stock shares), except that Associates, the managing member of KPCB XIV, may be deemed to have sole power to dispose of these shares.
8	SHARED DISPOSITIVE POWER See response to row 7.

| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 18,700,124 |
| --- | --- | --- |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 8.3% |
| 12 | TYPE OF REPORTING PERSON | OO |

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CUSIP #74767V109 Page 3 of 9

1	NAME OF REPORTING PERSONS
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER 1,582,006 shares (including 1,431,294 shares represented by Class B common stock shares), except that Associates, the managing member of KPCB XIV Founders, may be deemed to have sole power to vote these shares.
6	SHARED VOTING POWER See response to row 5.
7	SOLE DISPOSITIVE POWER 1,582,006 shares (including 1,431,294 shares represented by Class B common stock shares), except that Associates, the managing member of KPCB XIV Founders, may be deemed to have sole power to dispose of these shares.
8	SHARED DISPOSITIVE POWER See response to row 7.

| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 1,582,006 |
| --- | --- | --- |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 0.7% |
| 12 | TYPE OF REPORTING PERSON | OO |

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CUSIP #74767V109 Page 4 of 9

1	NAME OF REPORTING PERSONS
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER 20,282,130 shares (including 18,349,929 shares represented by Class B common stock shares), of which 18,700,124 are directly owned by KPCB XIV (including 16,918,635 shares represented by Class B common stock shares) and 1,582,006 are directly owned by KPCB XIV Founders (including 1,431,294 shares represented by Class B common stock shares). Associates, the managing member of KPCB XIV and KPCB XIV Founders, may be deemed to have sole power to vote these shares.
6	SHARED VOTING POWER See response to row 5.
7	SOLE DISPOSITIVE POWER 20,282,130 shares (including 18,349,929 shares represented by Class B common stock shares), of which 18,700,124 are directly owned by KPCB XIV (including 16,918,635 shares represented by Class B common stock shares) and 1,582,006 are directly owned by KPCB XIV Founders (including 1,431,294 shares represented by Class B common stock shares). Associates, the managing member of KPCB XIV and KPCB XIV Founders, may be deemed to have sole power to dispose of these shares.
8	SHARED DISPOSITIVE POWER See response to row 7.

| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 20,282,130 |
| --- | --- | --- |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 9.0% |
| 12 | TYPE OF REPORTING PERSON | OO |

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CUSIP #74767V109 Page 5 of 9

ITEM 1(A). NAME OF ISSUER

QuantumScape Corporation (the “Issuer”)

ITEM 1(B). ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES

1730 Technology Drive

San Jose, CA 95110

ITEM 2(A). NAME OF PERSONS FILING This Schedule is filed by Kleiner Perkins Caufield & Byers XIV, LLC, a Delaware limited liability company, KPCB XIV Founders Fund, LLC, a Delaware limited liability company, and KPCB XIV Associates, LLC, a Delaware limited liability company. The foregoing entities are collectively referred to as the “Reporting Persons.”

ITEM 2(B). ADDRESS OF PRINCIPAL OFFICE

The address for each of the Reporting Persons is:

c/o Kleiner Perkins Caufield & Byers 2750 Sand Hill Road Menlo Park, California 94025

ITEM 2(C). CITIZENSHIP See Row 4 of cover page for each Reporting Person.

ITEM 2(D). TITLE OF CLASS OF SECURITIES Common Stock, $.0001 par value

ITEM 2(E). CUSIP NUMBER 74767V109

ITEM 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: Not applicable.

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CUSIP #74767V109 Page 6 of 9

ITEM 4. OWNERSHIP

The following information with respect to the ownership of the ordinary shares of the Issuer by the persons filing this Statement is provided as of December 31, 2020:

(a) Amount beneficially owned : See Row 9 of cover page for each Reporting Person.

(b) Percent of Class : See Row 11 of cover page for each Reporting Person.

(c) Number of shares as to which such person has :

(i) Sole power to vote or to direct the vote : See Row 5 of cover page for each Reporting Person.

(ii) Shared power to vote or to direct the vote :

See Row 6 of cover page for each Reporting Person.

(iii) Sole power to dispose or to direct the disposition of :

See Row 7 of cover page for each Reporting Person.

(iv) Shared power to dispose or to direct the disposition of : See Row 8 of cover page for each Reporting Person.

ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS Not applicable.

ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON . Under certain circumstances set forth in the limited liability company agreements of the Reporting Persons, the members of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the Issuer owned by each such entity of which they are a member.

ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY Not applicable.

ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP . Not applicable.

ITEM 9. NOTICE OF DISSOLUTION OF GROUP . Not applicable.

ITEM 10. CERTIFICATION . Not applicable.

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CUSIP #74767V109 Page 7 of 9

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 12, 2021

KLEINER PERKINS CAUFIELD & BYERS XIV, LLC, a Delaware limited liability company

By: KPCB XIV ASSOCIATES, LLC, a Delaware limited liability company, its managing member

By:
Susan Biglieri
Chief Financial Officer

KPCB XIV FOUNDERS FUND, LLC, a Delaware limited liability company

By: KPCB XIV ASSOCIATES, LLC, a Delaware limited liability company, its managing member

By:
Susan Biglieri
Chief Financial Officer

KPCB XIV ASSOCIATES, LLC, a Delaware limited liability company

By:
Susan Biglieri
Chief Financial Officer

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CUSIP #74767V109 Page 8 of 9

EXHIBIT INDEX

	Found on Sequentially
Exhibit	Numbered Page
Exhibit A: Agreement of Joint Filing	9

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CUSIP #74767V109 Page 9 of 9

exhibit A

Agreement of Joint Filing

The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the common stock of the Issuer shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.

Date: February 12, 2021

KLEINER PERKINS CAUFIELD & BYERS XIV, LLC, a Delaware limited liability company

By: KPCB XIV ASSOCIATES, LLC, a Delaware limited liability company, its managing member

By:
Susan Biglieri
Chief Financial Officer

KPCB XIV FOUNDERS FUND, LLC, a Delaware limited liability company

By: KPCB XIV ASSOCIATES, LLC, a Delaware limited liability company, its managing member

By:
Susan Biglieri
Chief Financial Officer

KPCB XIV ASSOCIATES, LLC, a Delaware limited liability company

By:
Susan Biglieri
Chief Financial Officer

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