Statement of Changes in Beneficial Ownership (4)
June 10 2022 - 04:32PM
Edgar (US Regulatory)
FORM 4
[ ] Check this box if no longer subject to Section
16. Form 4 or Form 5 obligations may continue. See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
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OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
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Filed pursuant to Section 16(a) of the
Securities Exchange Act of 1934 or Section 30(h) of the Investment
Company Act of 1940
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1. Name
and Address of Reporting Person * Hughes Michael D |
2. Issuer Name and Ticker or Trading
Symbol ChargePoint Holdings, Inc. [ CHPT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)_____
Director _____
10% Owner
__X__ Officer (give title
below) _____ Other
(specify below)
See Remarks |
(Last)
(First)
(Middle)
240 EAST HACIENDA AVENUE |
3. Date of Earliest Transaction (MM/DD/YYYY)
6/8/2022
|
(Street)
CAMPBELL, CA 95008
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person |
Table I - Non-Derivative Securities Acquired, Disposed of, or
Beneficially Owned
|
1.Title of Security
(Instr. 3) |
2. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. Code
(Instr. 8) |
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) |
5. Amount of Securities Beneficially Owned Following
Reported Transaction(s)
(Instr. 3 and 4) |
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) |
7. Nature of Indirect Beneficial Ownership (Instr.
4) |
Code |
V |
Amount |
(A) or (D) |
Price |
Common Stock |
6/8/2022 |
|
M |
|
50000 |
A |
$0.56 |
1022855 |
D |
|
Common Stock |
6/8/2022 |
|
S(1) |
|
50000 |
D |
$15.5965 (2) |
972855 |
D |
|
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative
Security |
3. Trans. Date |
3A. Deemed Execution Date, if any |
4. Trans. Code
(Instr. 8) |
5. Number of Derivative Securities Acquired (A) or
Disposed of (D)
(Instr. 3, 4 and 5) |
6. Date Exercisable and Expiration Date |
7. Title and Amount of Securities Underlying
Derivative Security
(Instr. 3 and 4) |
8. Price of Derivative Security
(Instr. 5) |
9. Number of derivative Securities Beneficially
Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct
(D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr.
4) |
Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Stock Option (right to buy) |
$0.56 |
6/8/2022 |
|
M |
|
|
50000 |
(3) |
8/26/2028 |
Common Stock |
50000 |
(3) |
1291174 |
D |
|
Explanation of
Responses: |
(1) |
This sale was effected
pursuant to a Rule 10b5-1 trading plan adopted by the Reporting
Person. |
(2) |
Represents a weighted
average sales price per share. These shares were sold in multiple
transactions at prices ranging from $15.53 to $15.925. The
Reporting Person has provided to the issuer, and undertakes to
provide to the staff of the Securities and Exchange Commission or
any security holder of the issuer, upon request, full information
regarding the number of shares sold at each separate price within
the range. |
(3) |
The Stock Option was
received in exchange for an option to purchase shares of common
stock of ChargePoint, Inc. in connection with the merger pursuant
to the terms of that certain Business Combination Agreement and
Plan of Reorganization, dated as of September 23, 2020. The Stock
Option vests in 48 equal monthly installments from August 16, 2018,
subject to the Reporting Person's continuous service through each
vesting date. |
Remarks:
Chief Commercial and Revenue Officer |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
Hughes Michael D
240 EAST HACIENDA AVENUE
CAMPBELL, CA 95008 |
|
|
See Remarks |
|
Signatures
|
/s/ Henrik Gerdes -
Attorney-in-Fact |
|
6/10/2022 |
**Signature of Reporting
Person |
Date |
Reminder: Report on a separate line for each class
of securities beneficially owned directly or
indirectly. |
* |
If the form is filed by more than one
reporting person, see Instruction 4(b)(v). |
** |
Intentional misstatements or omissions
of facts constitute Federal Criminal Violations. See 18
U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: |
File three copies of this Form, one of
which must be manually signed. If space is insufficient, see
Instruction 6 for procedure. |
Persons who respond to the collection of information
contained in this form are not required to respond unless the form
displays a currently valid OMB control number. |
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