QuantumScape Corp — Major Shareholding Notification 2022

Feb 11, 2022

SC 13G/A 1 tm226123d11_sc13ga.htm SCHEDULE 13G/A

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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. 1)*

QuantumScape Corporation

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

74767V109

(CUSIP Number)

December 31, 2021

(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 8

Exhibit Index on Page 7

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CUSIP #74767V109 Page 2 of 8

1 — 2	NAME OF REPORTING PERSONS Kleiner Perkins Caufield & Byers XIV, LLC (“KPCB XIV”) — CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER 4,675,031 shares (including 4,675,031 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 4,675,031 shares (including 4,675,031 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 | 4,675,031 |
| --- | --- | --- |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 1.4% |
| 12 | TYPE OF REPORTING PERSON | OO |

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CUSIP #74767V109 Page 3 of 8

1 — 2	NAME OF REPORTING PERSONS KPCB XIV Founders Fund, LLC (“KPCB XIV Founders”) — CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | SOLE VOTING POWER 395,501 shares (including 395,501 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 395,501 shares (including 395,501 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 | 395,501 |
| --- | --- | --- |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 0.1% |
| 12 | TYPE OF REPORTING PERSON | OO |

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CUSIP #74767V109 Page 4 of 8

1 — 2	NAME OF REPORTING PERSONS KPCB XIV Associates, LLC — CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | SOLE VOTING POWER 5,070,532 shares (including 5,070,532 shares represented by Class B common stock shares), of which 4,675,031 are directly owned by
KPCB XIV (including 4,675,031 shares represented by Class B common stock shares) and 395,501 are directly owned by KPCB XIV Founders
(including 395,501 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 5,070,532 shares (including 5,070,532 shares represented by Class B common stock shares), of which 4,675,031 are directly owned by
KPCB XIV (including 4,675,031 shares represented by Class B common stock shares) and 395,501 are directly owned by KPCB XIV Founders
(including 395,501 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 | 5,070,532 |
| --- | --- | --- |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 1.5% |
| 12 | TYPE OF REPORTING PERSON | OO |

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CUSIP #74767V109 Page 5 of 8

This Amendment No. 1 amends the Statement on Schedule 13G previously 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.” Only those items as to which there has been a change are included in this Amendment No. 1.

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, 2021:

(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

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: x

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CUSIP #74767V109 Page 6 of 8

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 10, 2022

| 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: | /s/ Susan Biglieri |
| | 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: | /s/ Susan Biglieri |
| | Susan Biglieri |
| | Chief Financial Officer |
| KPCB XIV ASSOCIATES, LLC, a Delaware limited liability company | |
| By: | /s/ Susan Biglieri |
| | Susan Biglieri |
| | Chief Financial Officer |

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CUSIP #74767V109 Page 7 of 8

EXHIBIT INDEX

	Found on Sequentially
Exhibit	Numbered Page
Exhibit A: Agreement of Joint Filing	8

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CUSIP #74767V109 Page 8 of 8

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. Note that a copy of the applicable Agreement of Joint Filing is already on file with the appropriate agencies.

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