QS

SEC source: 0001209191-21-035840 · doc4.xml · derivative · entry 4

Saluja Dipender · CIK 0001834268 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · By Capricorn-Libra Investment Group, LP

Disclosed balance after: 0

Underlying: Class A Common Stock · 14,022,837 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: Each share of Class B Common Stock converted into Class A Common Stock on a one-to-one basis at the Reporting Person's election and had no expiration date.

F1 · derivative.exercise_date: Each share of Class B Common Stock converted into Class A Common Stock on a one-to-one basis at the Reporting Person's election and had no expiration date.

F1 · derivative.expiration_date: Each share of Class B Common Stock converted into Class A Common Stock on a one-to-one basis at the Reporting Person's election and had no expiration date.

F2 · ownership.nature: The Reporting Person has shared voting and investment power over the shares held by Capricorn-Libra Investment Group, LP. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or any other purpose.

SEC source: 0001209191-21-035840 · doc4.xml · nonDerivative · entry 1

Saluja Dipender · CIK 0001834268 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · By Capricorn-Libra Investment Group, LP

Disclosed balance after: 16,950,675

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: Each share of Class B Common Stock converted into Class A Common Stock on a one-to-one basis at the Reporting Person's election and had no expiration date.

F2 · ownership.nature: The Reporting Person has shared voting and investment power over the shares held by Capricorn-Libra Investment Group, LP. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or any other purpose.

SEC source: 0001209191-21-035141 · doc4.xml · nonDerivative · entry 1

MCCARTHY MICHAEL O III · CIK 0001177264 · Chief Legal Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,358,361

F1 · shares: Represents a sale to cover tax obligations on the release of restricted stock units ("RSUs").

F2 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.80 to $28.97, 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 (2) to this Form 4.

F3 · balance_after: Includes 452,447 shares represented by RSUs. Each RSU represents the Reporting Person's right to receive one share of Class A Common Stock of the Issuer. A portion of the RSUs vests each quarter, subject to the Reporting Person's continued service as of each vesting date.

F4 · balance_after: Includes 820,435 shares converted from Class B Common stock to Class A Common Stock.

SEC source: 0001209191-21-035137 · doc4.xml · derivative · entry 3

Holme Timothy · CIK 0001834249 · Chief Technology Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 12,984,992

Underlying: Class A Common Stock · 500,000 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F3 · derivative.exercise_price: The Class B Common Stock is convertible into an equal number of shares of Class A Common Stock at any time, at the holder's election, and has no expiration date. On May 19, 2021, the Reporting Person directed the conversion of 500,000 shares of Class B Common Stock into Class A Common Stock.

F3 · derivative.exercise_date: The Class B Common Stock is convertible into an equal number of shares of Class A Common Stock at any time, at the holder's election, and has no expiration date. On May 19, 2021, the Reporting Person directed the conversion of 500,000 shares of Class B Common Stock into Class A Common Stock.

F3 · derivative.expiration_date: The Class B Common Stock is convertible into an equal number of shares of Class A Common Stock at any time, at the holder's election, and has no expiration date. On May 19, 2021, the Reporting Person directed the conversion of 500,000 shares of Class B Common Stock into Class A Common Stock.

SEC source: 0001209191-21-035137 · doc4.xml · nonDerivative · entry 2

Holme Timothy · CIK 0001834249 · Chief Technology Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 852,395

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F3 · price: The Class B Common Stock is convertible into an equal number of shares of Class A Common Stock at any time, at the holder's election, and has no expiration date. On May 19, 2021, the Reporting Person directed the conversion of 500,000 shares of Class B Common Stock into Class A Common Stock.

F4 · balance_after: Includes 301,630 shares represented by RSUs. Each RSU represents the Reporting Person's right to receive one share of Class A Common Stock of the Issuer. A portion of the RSUs vest each quarter, subject to the Reporting Person's continued service as of each vesting date.

SEC source: 0001209191-21-035137 · doc4.xml · nonDerivative · entry 1

Holme Timothy · CIK 0001834249 · Chief Technology Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 352,395

F1 · shares: Represents a sale to cover tax obligations on the release of restricted stock units ("RSUs").

F2 · price: The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.80 to $28.97, 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.

SEC source: 0001209191-21-035142 · doc4.xml · nonDerivative · entry 1

Singh Mohit · CIK 0001834019 · Chief Development Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 354,967

F1 · shares: Represents a sale to cover tax obligations on the release of restricted stock units ("RSUs").

F2 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.80 to $28.97, 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 (2) to this Form 4.

F3 · balance_after: Includes 301,630 shares represented by RSUs. Each RSU represents the Reporting Person's right to receive one share of Class A Common Stock of the Issuer. A portion of the RSUs vest each quarter, subject to the Reporting Person's continued service as of each vesting date.

SEC source: 0001209191-21-035140 · doc4.xml · nonDerivative · entry 1

Hettrich Kevin · CIK 0001834025 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,361,615

F1 · shares: Represents a sale to cover tax obligations on the release of restricted stock units ("RSUs").

F2 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.80 to $28.97, 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 (2) to this Form 4.

F3 · balance_after: Includes 603,263 shares represented by RSUs. Each RSU represents the Reporting Person's right to receive one share of Class A Common Stock of the Issuer. A portion of the RSUs vest each quarter, subject to the Reporting Person's continued service as of each vesting date.

F4 · balance_after: Includes 422,283 shares converted from Class B Common Stock to Class A Common Stock.

SEC source: 0001209191-21-035139 · doc4.xml · nonDerivative · entry 1

Singh Jagdeep · CIK 0001398826 · Director · Chief Executive Officer · 10% owner · Chairman

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,633,013

F1 · shares: Represents a sale to cover tax obligations on the release of restricted stock units ("RSUs").

F2 · price: The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.80 to $28.97, 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.

F3 · balance_after: Includes 3,267,670 shares represented by RSUs. Each RSU represents the Reporting Person's right to receive one share of Class A Common Stock of the Issuer. A portion of the RSUs vest each quarter, subject to the Reporting Person's continued service as of each vesting date.

SEC source: 0001209191-22-020945 · doc4.xml · derivative · entry 2

Hettrich Kevin · CIK 0001834025 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Class A Common Stock · 422,283 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · derivative.exercise_price: Each share of Class B Common Stock is convertible at any time into Class A Common Stock on a one-to-one basis at the Reporting Person's election and has no expiration date.

F2 · derivative.exercise_date: Each share of Class B Common Stock is convertible at any time into Class A Common Stock on a one-to-one basis at the Reporting Person's election and has no expiration date.

F2 · derivative.expiration_date: Each share of Class B Common Stock is convertible at any time into Class A Common Stock on a one-to-one basis at the Reporting Person's election and has no expiration date.

SEC source: 0001209191-22-020945 · doc4.xml · nonDerivative · entry 1

Hettrich Kevin · CIK 0001834025 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,396,599

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · balance_after: Includes 670,294 shares represented by RSUs. Each RSU represents the Reporting Person's right to receive one share of Class A Common Stock of the Issuer. The RSUs vest over time subject to the Reporting Person's continued service as of each vesting date.

SEC source: 0001209191-22-020946 · doc4.xml · derivative · entry 2

MCCARTHY MICHAEL O III · CIK 0001177264 · Chief Legal Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Class A Common Stock · 820,435 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · derivative.exercise_price: Each share of Class B Common Stock is convertible at any time into Class A Common Stock on a one-to-one basis at the Reporting Person's election and has no expiration date.

F2 · derivative.exercise_date: Each share of Class B Common Stock is convertible at any time into Class A Common Stock on a one-to-one basis at the Reporting Person's election and has no expiration date.

F2 · derivative.expiration_date: Each share of Class B Common Stock is convertible at any time into Class A Common Stock on a one-to-one basis at the Reporting Person's election and has no expiration date.

SEC source: 0001209191-22-020946 · doc4.xml · nonDerivative · entry 1

MCCARTHY MICHAEL O III · CIK 0001177264 · Chief Legal Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,382,228

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · balance_after: Includes 502,719 shares represented by RSUs. Each RSU represents the Reporting Person's right to receive one share of Class A Common Stock of the Issuer. The RSUs vest over time subject to the Reporting Person's continued service as of each vesting date.

SEC source: 0001209191-21-026897 · doc4.xml · nonDerivative · entry 1

Mikolajczak Celina · CIK 0001857353 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 6,194

F1 · shares: Consists of 6,194 shares represented by Restricted Stock Units (RSU). Each RSU represents the Reporting Person's right to receive one share of Class A Common Stock of the Issuer. The RSUs vest over time, subject to the Reporting Person's continued service as of each vesting date.

F1 · balance_after: Consists of 6,194 shares represented by Restricted Stock Units (RSU). Each RSU represents the Reporting Person's right to receive one share of Class A Common Stock of the Issuer. The RSUs vest over time, subject to the Reporting Person's continued service as of each vesting date.

SEC source: 0001209191-21-026177 · doc4.xml · nonDerivative · entry 1

Holme Timothy · CIK 0001834249 · Chief Technology Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 369,886

F1 · shares: Represents a sale to cover tax obligations on the release of restricted stock units ("RSUs").

F2 · price: The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $49.01 to $50.16, 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.

F3 · balance_after: Includes 335,143 shares represented by RSUs. Each RSU represents the Reporting Person's right to receive one share of Class A Common Stock of the Issuer. A portion of the RSUs vest each quarter, subject to the Reporting Person's continued service as of each vesting date.

SEC source: 0001209191-21-026176 · doc4.xml · nonDerivative · entry 1

Singh Jagdeep · CIK 0001398826 · Director · Chief Executive Officer · 10% owner · Chairman

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,764,198

F1 · shares: Represents a sale to cover tax obligations on the release of restricted stock units ("RSUs").

F2 · price: The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $49.01 to $50.16, 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.

F3 · balance_after: Includes 3,519,030 shares represented by RSUs. Each RSU represents the Reporting Person's right to receive one share of Class A Common Stock of the Issuer. A portion of the RSUs vest each quarter, subject to the Reporting Person's continued service as of each vesting date.

SEC source: 0001104659-21-045745 · tm2111944d1_4seq1.xml · nonDerivative · entry 1

Volkswagen Group of America Investments, LLC · CIK 0001834694 · 10% owner

Volkswagen Group of America, Inc. · CIK 0001834695 · 10% owner

VOLKSWAGEN AG · CIK 0001111708 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 68,236,103

F1 · shares: These shares will be acquired by the Reporting Persons pursuant to a Series F Preferred Stock Purchase Agreement, dated May 14, 2020 (the "Agreement"), by and between the Issuer and Volkswagen Group of America Investments, LLC ("VWGoAI"), as amended on September 3, 2020. Pursuant to the Agreement, VWGoAI agreed to acquire 15,221,334 shares of Common A Common Stock subject to the achievement of a specified technical milestone by March 31, 2021.

F2 · shares: On March 30, 2021 VWGoAI, QuantumScape Battery, Inc. (f/k/a QuantumScape Subsidiary, Inc.) and the Issuer entered into a Series F Closing Agreement (the "Series F Closing Agreement"), pursuant to which the parties agreed, among other things, that (i) other than the expiration or early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act ("HSR"), the Issuer had fulfilled all of the closing conditions to the Second Closing (as defined therein) under the Agreement, including the achievement of the specified technical milestone, and (ii) the parties would effect the Second Closing on the fifth (5th) business day following the date of expiration or early termination of the HSR waiting period or receipt of any clearance under applicable antitrust laws.

F3 · ownership.direct: These securities are directly held by VWGoAI, which is a wholly owned subsidiary of Volkswagen Group of America, Inc., a New Jersey corporation, which is a wholly owned subsidiary of Volkswagen Aktiengesellschaft, a public stock corporation organized under the laws of Germany.

SEC source: 0001209191-21-021900 · doc4.xml · nonDerivative · entry 1

MCCARTHY MICHAEL O III · CIK 0001177264 · Chief Legal Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 561,793

F1 · shares: Represents a sale to cover tax obligations on the release of restricted stock units ("RSUs").

F2 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $54.235 to $57.92, 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 (2) to this Form 4.

F3 · balance_after: Includes 502,719 shares represented by RSUs. Each RSU represents the Reporting Person's right to receive one share of Class A Common Stock of the Issuer. 1/6th of the RSUs vested on February 15, 2021 and 1/12th vest quarterly thereafter, subject to the Reporting Person's continued service as of each vesting date.

SEC source: 0001209191-21-021903 · doc4.xml · nonDerivative · entry 1

Hettrich Kevin · CIK 0001834025 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 974,316

F1 · shares: Represents a sale to cover tax obligations on the release of restricted stock units ("RSUs").

F2 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $54.235 to $57.92, 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 (2) to this Form 4.

F3 · balance_after: Includes 670,294 shares represented by RSUs. Each RSU represents the Reporting Person's right to receive one share of Class A Common Stock of the Issuer. 1/6th of the RSUs vested on February 15, 2021 and 1/12th vest quarterly thereafter, subject to the Reporting Person's continued service as of each vesting date.

SEC source: 0001209191-21-021901 · doc4.xml · nonDerivative · entry 1

Singh Mohit · CIK 0001834019 · Chief Development Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 372,458

F1 · shares: Represents a sale to cover tax obligations on the release of restricted stock units ("RSUs").

F2 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $54.235 to $57.92, 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 (2) to this Form 4.

F3 · balance_after: Includes 335,143 shares represented by RSUs. Each RSU represents the Reporting Person's right to receive one share of Class A Common Stock of the Issuer. 1/6th of the RSUs vested on February 15, 2021 and 1/12th vest quarterly thereafter, subject to the Reporting Person's continued service as of each vesting date.

SEC source: 0001209191-21-021899 · doc4.xml · nonDerivative · entry 1

Lukens Howard · CIK 0001834005 · Chief Sales Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 375,393

F1 · shares: Represents a sale to cover tax obligations on the release of restricted stock units ("RSUs").

F2 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $54.235 to $57.92, 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 (2) to this Form 4.

F3 · balance_after: Includes 335,143 shares represented by RSUs. Each RSU represents the Reporting Person's right to receive one share of Class A Common Stock of the Issuer. 1/6th of the RSUs vested on February 15, 2021 and 1/12th vest quarterly thereafter, subject to the Reporting Person's continued service as of each vesting date.

SEC source: 0001209191-20-060829 · doc4.xml · derivative · entry 7

MIRRO JUSTIN E · CIK 0001641982 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 804,357

Underlying: Class A Common Stock · 804,357 shares

Expires not disclosed

F12 · derivative.exercise_price: These securities were acquired by Kensington Capital Partners, LLC, for which Reporting Person is the managing member and sole owner, by virtue of a distribution of warrants exercisable for shares of Class A Common Stock by Kensington Capital Sponsor LLC to its members following Issuer's initial business combination on November 25, 2020.

F12 · price: These securities were acquired by Kensington Capital Partners, LLC, for which Reporting Person is the managing member and sole owner, by virtue of a distribution of warrants exercisable for shares of Class A Common Stock by Kensington Capital Sponsor LLC to its members following Issuer's initial business combination on November 25, 2020.

F12 · derivative.exercise_date: These securities were acquired by Kensington Capital Partners, LLC, for which Reporting Person is the managing member and sole owner, by virtue of a distribution of warrants exercisable for shares of Class A Common Stock by Kensington Capital Sponsor LLC to its members following Issuer's initial business combination on November 25, 2020.

F12 · derivative.expiration_date: These securities were acquired by Kensington Capital Partners, LLC, for which Reporting Person is the managing member and sole owner, by virtue of a distribution of warrants exercisable for shares of Class A Common Stock by Kensington Capital Sponsor LLC to its members following Issuer's initial business combination on November 25, 2020.

F13 · ownership.nature: Held of record by Kensington Capital Partners, LLC, for which the Reporting Person is the managing member and sole owner, by virtue of a distribution of warrants exercisable for shares of Class A Common Stock by Kensington Capital Sponsor LLC to its members following Issuer's initial business combination on November 25, 2020.

SEC source: 0001209191-20-060829 · doc4.xml · derivative · entry 6

MIRRO JUSTIN E · CIK 0001641982 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 0

Underlying: Class A Common Stock · 5,750,000 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: As described in the Issuer's Registration Statement on Form S-1 (File No. 333-239053) under the heading "Description of Securities-Founder Shares", the Issuer's shares of Class B Common Stock, par value $0.0001 per share, automatically converted into the Issuer's shares of Class A Common Stock, par value $0.0001 per share, at the time of the Issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.

F10 · shares: These shares represent Class B Common Stock held by the Sponsor that were acquired pursuant to a subscription agreement by and between the Sponsor and the Issuer.

F1 · derivative.exercise_date: As described in the Issuer's Registration Statement on Form S-1 (File No. 333-239053) under the heading "Description of Securities-Founder Shares", the Issuer's shares of Class B Common Stock, par value $0.0001 per share, automatically converted into the Issuer's shares of Class A Common Stock, par value $0.0001 per share, at the time of the Issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.

F1 · derivative.expiration_date: As described in the Issuer's Registration Statement on Form S-1 (File No. 333-239053) under the heading "Description of Securities-Founder Shares", the Issuer's shares of Class B Common Stock, par value $0.0001 per share, automatically converted into the Issuer's shares of Class A Common Stock, par value $0.0001 per share, at the time of the Issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.

F11 · ownership.nature: As a managing member of the managing member of the Sponsor, the Reporting Person may be deemed to share beneficial ownership of the shares of Class B Common Stock held directly by the Sponsor, and disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

SEC source: 0001209191-20-060829 · doc4.xml · nonDerivative · entry 5

MIRRO JUSTIN E · CIK 0001641982 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 300,000

F8 · kind: These shares were acquired by the Kensington Capital Trust under agreement dated June 27, 2020, for which the Reporting Person's spouse serves as a trustee, by virtue of a distribution of Class A Common Stock by Kensington Capital Sponsor LLC to its members following Issuer's initial business combination on November 25, 2020.

F4 · price: These shares were acquired by Kensington Capital Partners, LLC, for which Reporting Person is the managing member and sole owner, by virtue of a distribution of Class A Common Stock by Kensington Capital Sponsor LLC to its members following Issuer's initial business combination on November 25, 2020.

F9 · ownership.nature: Held of record by the Kensington Capital Trust under agreement dated June 27, 2020, for which the Reporting Person's spouse serves as a trustee. The Reporting Person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

SEC source: 0001209191-20-060829 · doc4.xml · nonDerivative · entry 4

MIRRO JUSTIN E · CIK 0001641982 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 300,000

F6 · kind: These shares were acquired by the Justin E. Mirro 2020 Qualified Annuity Trust under agreement dated June 27, 2020, for which the Reporting Person serves as trustee, by virtue of a distribution of Class A Common Stock by Kensington Capital Sponsor LLC to its members following Issuer's initial business combination on November 25, 2020.

F4 · price: These shares were acquired by Kensington Capital Partners, LLC, for which Reporting Person is the managing member and sole owner, by virtue of a distribution of Class A Common Stock by Kensington Capital Sponsor LLC to its members following Issuer's initial business combination on November 25, 2020.

F7 · ownership.nature: Held of record by the Justin E. Mirro 2020 Qualified Annuity Trust under agreement dated June 27, 2020, for which the Reporting Person serves as trustee. The Reporting Person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

SEC source: 0001209191-20-060829 · doc4.xml · nonDerivative · entry 3

MIRRO JUSTIN E · CIK 0001641982 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 1,144,898

F4 · kind: These shares were acquired by Kensington Capital Partners, LLC, for which Reporting Person is the managing member and sole owner, by virtue of a distribution of Class A Common Stock by Kensington Capital Sponsor LLC to its members following Issuer's initial business combination on November 25, 2020.

F5 · price: Held of record by Kensington Capital Partners, LLC, for which Reporting Person is the managing member and sole owner, by virtue of a distribution of Class A Common Stock by Kensington Capital Sponsor LLC to its members following Issuer's initial business combination on November 25, 2020.

F5 · ownership.nature: Held of record by Kensington Capital Partners, LLC, for which Reporting Person is the managing member and sole owner, by virtue of a distribution of Class A Common Stock by Kensington Capital Sponsor LLC to its members following Issuer's initial business combination on November 25, 2020.

SEC source: 0001209191-20-060829 · doc4.xml · nonDerivative · entry 2

MIRRO JUSTIN E · CIK 0001641982 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 4,005,102

F3 · kind: These Class A Common Stock shares were distributed by Kensington Capital Sponsor LLC to its members following the Issuer's initial business combination on November 25, 2020.

F4 · price: These shares were acquired by Kensington Capital Partners, LLC, for which Reporting Person is the managing member and sole owner, by virtue of a distribution of Class A Common Stock by Kensington Capital Sponsor LLC to its members following Issuer's initial business combination on November 25, 2020.

F2 · ownership.nature: As a managing member of the managing member of Kensington Capital Sponsor LLC (the "Sponsor"), the Reporting Person may be deemed to share beneficial ownership of the shares of Class A Common Stock held directly by the Sponsor, and disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

SEC source: 0001209191-20-060829 · doc4.xml · nonDerivative · entry 1

MIRRO JUSTIN E · CIK 0001641982 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 5,750,000

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: As described in the Issuer's Registration Statement on Form S-1 (File No. 333-239053) under the heading "Description of Securities-Founder Shares", the Issuer's shares of Class B Common Stock, par value $0.0001 per share, automatically converted into the Issuer's shares of Class A Common Stock, par value $0.0001 per share, at the time of the Issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.

F2 · ownership.nature: As a managing member of the managing member of Kensington Capital Sponsor LLC (the "Sponsor"), the Reporting Person may be deemed to share beneficial ownership of the shares of Class A Common Stock held directly by the Sponsor, and disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

SEC source: 0001209191-20-061324 · doc4a.xml · derivative · entry 1

MIRRO JUSTIN E · CIK 0001641982 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 75,000

Underlying: Class A Common Stock · 75,000 shares

Expires not disclosed

F1 · derivative.exercise_price: These securities were acquired from Kensington Capital Sponsor LLC, an affiliate of Kensington Capital Partners, LLC, for which the Reporting Person is the managing member and sole owner, by virtue of warrants issued by the Issuer in consideration of the conversion of a working capital loan following the Issuer's initial business combination on November 25, 2020. These warrants are exercisable for shares of Class A Common Stock.

F1 · deemedExecutionDate: These securities were acquired from Kensington Capital Sponsor LLC, an affiliate of Kensington Capital Partners, LLC, for which the Reporting Person is the managing member and sole owner, by virtue of warrants issued by the Issuer in consideration of the conversion of a working capital loan following the Issuer's initial business combination on November 25, 2020. These warrants are exercisable for shares of Class A Common Stock.

F1 · price: These securities were acquired from Kensington Capital Sponsor LLC, an affiliate of Kensington Capital Partners, LLC, for which the Reporting Person is the managing member and sole owner, by virtue of warrants issued by the Issuer in consideration of the conversion of a working capital loan following the Issuer's initial business combination on November 25, 2020. These warrants are exercisable for shares of Class A Common Stock.

F1 · derivative.exercise_date: These securities were acquired from Kensington Capital Sponsor LLC, an affiliate of Kensington Capital Partners, LLC, for which the Reporting Person is the managing member and sole owner, by virtue of warrants issued by the Issuer in consideration of the conversion of a working capital loan following the Issuer's initial business combination on November 25, 2020. These warrants are exercisable for shares of Class A Common Stock.

F1 · derivative.expiration_date: These securities were acquired from Kensington Capital Sponsor LLC, an affiliate of Kensington Capital Partners, LLC, for which the Reporting Person is the managing member and sole owner, by virtue of warrants issued by the Issuer in consideration of the conversion of a working capital loan following the Issuer's initial business combination on November 25, 2020. These warrants are exercisable for shares of Class A Common Stock.

F1 · ownership.nature: These securities were acquired from Kensington Capital Sponsor LLC, an affiliate of Kensington Capital Partners, LLC, for which the Reporting Person is the managing member and sole owner, by virtue of warrants issued by the Issuer in consideration of the conversion of a working capital loan following the Issuer's initial business combination on November 25, 2020. These warrants are exercisable for shares of Class A Common Stock.

SEC source: 0001209191-22-013345 · doc4.xml · nonDerivative · entry 3

Holme Timothy · CIK 0001834249 · Chief Technology Officer

10b5-1 filing: Not disclosed

Ownership: Indirect · By: The Holme-Dang Living Trust dated 12/13/2015, Jessica Dang and Timothy Holme as trustees

Disclosed balance after: 0

F3 · kind: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person in September 2021.

F5 · price: The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $15.01 to $15.17, 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.