Statement of Changes in Beneficial Ownership (4)
April 17 2023 - 7:02PM
Edgar (US Regulatory)
FORM 4
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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
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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
*
Linse Michael |
2. Issuer Name and Ticker or Trading Symbol
ChargePoint Holdings, Inc.
[
CHPT
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) __X__ Other (specify below)
Investor |
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(Last)
(First)
(Middle)
53 CALLE PALMERAS, SUITE 601 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
4/13/2023 |
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(Street)
SAN JUAN, PR 00901 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 4/13/2023 | | S | | 8503 | D | $8.70 | 9100767 | I | See footnotes (4)(9) |
| Common Stock | 4/13/2023 | | S | | 6348 | D | $8.72 | 2635162 | I | See footnotes (5)(9) |
| Common Stock | 4/13/2023 | | S | | 480 | D | $8.71 | 2173711 | I | See footnotes (6)(9) |
| Common Stock | 4/13/2023 | | S | | 4831 | D | $8.69 | 0 | I | See footnotes (7)(9) |
| Common Stock | 4/13/2023 | | S | | 250000 | D | $8.59 (1) | 1572713 | I | See footnotes (8)(9) |
| Common Stock | 4/14/2023 | | S | | 250000 | D | $8.58 (2) | 1322713 | I | See footnotes (8)(9) |
| Common Stock | 4/14/2023 | | S | | 560000 | D | $8.57 (3) | 762713 | I | See footnotes (8)(9) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 |
| Explanation of Responses: |
| (1) | The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.51 to $8.75, inclusive. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, the issuer or any security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price. |
| (2) | The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.42 to $8.87, inclusive. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, the issuer or any security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price. |
| (3) | The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.46 to $8.755, inclusive. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, the issuer or any security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price |
| (4) | Consists of securities held directly by Linse Capital CP, LLC ("Linse I"). Mr. Linse is the managing director of Linse Capital LLC, which is the manager of Linse I. Mr. Linse has voting and investment power over the shares held by Linse I. |
| (5) | Consists of securities held directly by Linse Capital CP II ("Linse II"). Mr. Linse is the managing director of Linse Capital LLC, which is the manager of Linse II. Mr. Linse has voting and investment power over the shares held by Linse II. |
| (6) | Consists of securities held directly by Linse Capital CP V ("Linse V"). Mr. Linse is the managing director of Linse Capital LLC, which is the manager of Linse V. Mr. Linse has voting and investment power over the shares held by Linse V. |
| (7) | Consists of securities held directly by Levitate Capital GP LP ("Levitate GP"). Linse Capital Management PR LLC ("LCMPR") is the general partner of Levitate GP. Mr. Linse is the managing director of Linse Capital LLC, which is the manager of LCMPR. Mr. Linse has voting and investment power over the shares held by Levitate GP. |
| (8) | Consists of securities held directly by Linse Capital LLC. Mr. Linse is the managing director of Linse Capital LLC. Mr. Linse has sole voting and investment power over the shares held by Linse Capital LLC. |
| (9) | Each of the Reporting Persons disclaims beneficial ownership of the securities in this report except to the extent of any pecuniary interest therein, and the filing of this report or the inclusion of the securities in this report shall not be deemed an admission that any of the Reporting Persons is the beneficial owner of the reported securities for purposes of Section 16 or for any other purpose. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Linse Michael
53 CALLE PALMERAS, SUITE 601
SAN JUAN, PR 00901 | X |
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| Investor |
Linse Capital LLC
53 CALLE PALMERAS, SUITE 601
SAN JUAN, PR 00901 |
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| Investor |
Linse Capital CP, LLC
53 CALLE PALMERAS, SUITE 601
SAN JUAN, PR 00901 |
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| Investor |
Signatures
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| /s/ Michael Linse | | 4/17/2023 |
| **Signature of Reporting Person | Date |
| /s/ Michael Linse, as Managing Director of Linse Capital LLC | | 4/17/2023 |
| **Signature of Reporting Person | Date |
| /s/ Michael Linse, as Managing Director of Linse Capital LLC, in its capacity as the Manager of Linse Capital CP, LLC | | 4/17/2023 |
| **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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