Q-GRG VII (CP) Investment Partners, LLC

SEC source: 0000905148-23-000979 · form4.xml · nonDerivative · entry 1

Q-GRG VII (CP) Investment Partners, LLC · CIK 0001848413 · 10% owner · See Remarks

QEM VII, LLC · CIK 0001848427 · 10% owner · See Remarks

VANLOH S WIL JR · CIK 0001098463 · 10% owner · See Remarks

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

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 26,607,128

F1 · price: The price reported in Column 4 above reflects the weighted average purchase price. The transaction was executed in multiple trades in prices ranging from $5.39 to $5.40, inclusive. The Reporting Persons hereby undertake to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares purchased at each respective price within the ranges set forth in footnote 1 of this Form 4.

F2 · ownership.direct: QEM VII, LLC ("QEM VII") is the managing member of Q-GRG VII (CP) Investment Partners, LLC ("Q-GRG"). Therefore, QEM VII may be deemed to share voting and dispositive power over the securities held by Q-GRG and may also be deemed to be the beneficial owner of these securities. QEM VII disclaims beneficial ownership of such securities in excess of its pecuniary interest in the securities. [continues in footnote 3]

F3 · ownership.direct: [continued from footnote 2] Any decision taken by QEM VII to vote, or to direct to vote, and to dispose, or to direct the disposition of, the securities held by Q-GRG has to be approved by a majority of the members of its investment committee, which majority must include S. Wil VanLoh, Jr. Therefore, Mr. VanLoh, Jr. may be deemed to share voting and dispositive power over the securities held by Q-GRG and may also be deemed to be the beneficial owner of these securities. Mr. VanLoh, Jr. disclaims beneficial ownership of such securities in excess of his pecuniary interests in the securities.

SEC source: 0001140361-22-047465 · form4.xml · nonDerivative · entry 2

Q-GRG VII (CP) Investment Partners, LLC · CIK 0001848413 · 10% owner · See Remarks

QEM VII, LLC · CIK 0001848427 · 10% owner · See Remarks

VANLOH S WIL JR · CIK 0001098463 · 10% owner · See Remarks

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 24,757,128

F2 · ownership.direct: QEM VII, LLC ("QEM VII") is the managing member of Q-GRG VII (CP) Investment Partners, LLC ("Q-GRG"). Therefore, QEM VII may be deemed to share voting and dispositive power over the securities held by Q-GRG and may also be deemed to be the beneficial owner of these securities. QEM VII disclaims beneficial ownership of such securities in excess of its pecuniary interest in the securities. [continues in footnote 3]

F3 · ownership.direct: [continued from footnote 2] Any decision taken by QEM VII to vote, or to direct to vote, and to dispose, or to direct the disposition of, the securities held by Q-GRG has to be approved by a majority of the members of its investment committee, which majority must include S. Wil VanLoh, Jr. and Dheeraj Verma. Therefore, Mr. VanLoh, Jr. may be deemed to share voting and dispositive power over the securities held by Q-GRG and may also be deemed to be the beneficial owner of these securities. Mr. VanLoh, Jr. disclaims beneficial ownership of such securities in excess of his pecuniary interests in the securities.

SEC source: 0001140361-22-047465 · form4.xml · nonDerivative · entry 1

Q-GRG VII (CP) Investment Partners, LLC · CIK 0001848413 · 10% owner · See Remarks

QEM VII, LLC · CIK 0001848427 · 10% owner · See Remarks

VANLOH S WIL JR · CIK 0001098463 · 10% owner · See Remarks

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 24,742,872

F1 · price: The price reported in Column 4 above reflects the weighted average purchase price. The transaction was executed in multiple trades in prices ranging from $8.14 to $8.50, inclusive. The Reporting Persons hereby undertake to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares purchased at each respective price within the ranges set forth in footnote 1 of this Form 4.

F2 · ownership.direct: QEM VII, LLC ("QEM VII") is the managing member of Q-GRG VII (CP) Investment Partners, LLC ("Q-GRG"). Therefore, QEM VII may be deemed to share voting and dispositive power over the securities held by Q-GRG and may also be deemed to be the beneficial owner of these securities. QEM VII disclaims beneficial ownership of such securities in excess of its pecuniary interest in the securities. [continues in footnote 3]

F3 · ownership.direct: [continued from footnote 2] Any decision taken by QEM VII to vote, or to direct to vote, and to dispose, or to direct the disposition of, the securities held by Q-GRG has to be approved by a majority of the members of its investment committee, which majority must include S. Wil VanLoh, Jr. and Dheeraj Verma. Therefore, Mr. VanLoh, Jr. may be deemed to share voting and dispositive power over the securities held by Q-GRG and may also be deemed to be the beneficial owner of these securities. Mr. VanLoh, Jr. disclaims beneficial ownership of such securities in excess of his pecuniary interests in the securities.

SEC source: 0000905148-22-000469 · form4.xml · nonDerivative · entry 1

Q-GRG VII (CP) Investment Partners, LLC · CIK 0001848413 · 10% owner · See Remarks

QEM VII, LLC · CIK 0001848427 · 10% owner · See Remarks

VANLOH S WIL JR · CIK 0001098463 · 10% owner · See Remarks

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

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 35,255

F1 · shares: Represents Restricted Stock Units ("RSUs") granted to Jeffrey Harris, an affiliated director of Q-GRG VII (CP) Investment Partners, LLC ("Q-GRG"), who serves as a director on the Issuer's board of directors. Mr. Harris holds these securities for the benefit of Q-GRG.

F2 · shares: These RSUs represent a contingent right to receive one share of Common Stock for each RSU. The RSUs are subject to a service-based vesting requirement, which shall be satisfied in full on the earlier of (i) the one-year anniversary of July 12, 2022 or (ii) the date of the next annual meeting of stockholders, subject to Mr. Harris' continuous service with the issuer.

F2 · balance_after: These RSUs represent a contingent right to receive one share of Common Stock for each RSU. The RSUs are subject to a service-based vesting requirement, which shall be satisfied in full on the earlier of (i) the one-year anniversary of July 12, 2022 or (ii) the date of the next annual meeting of stockholders, subject to Mr. Harris' continuous service with the issuer.

F1 · ownership.direct: Represents Restricted Stock Units ("RSUs") granted to Jeffrey Harris, an affiliated director of Q-GRG VII (CP) Investment Partners, LLC ("Q-GRG"), who serves as a director on the Issuer's board of directors. Mr. Harris holds these securities for the benefit of Q-GRG.

F1 · ownership.nature: Represents Restricted Stock Units ("RSUs") granted to Jeffrey Harris, an affiliated director of Q-GRG VII (CP) Investment Partners, LLC ("Q-GRG"), who serves as a director on the Issuer's board of directors. Mr. Harris holds these securities for the benefit of Q-GRG.

SEC source: 0000905148-21-000600 · form4.xml · nonDerivative · entry 1

Q-GRG VII (CP) Investment Partners, LLC · CIK 0001848413 · 10% owner · See Remarks

QEM VII, LLC · CIK 0001848427 · 10% owner · See Remarks

VANLOH S WIL JR · CIK 0001098463 · 10% owner · See Remarks

Verma Dheeraj · CIK 0001694404 · 10% owner · See Remarks

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 23,320,751

F1 · shares: These shares were sold by Q-GRG VII (CP) Investment Partners, LLC ("Q-GRG") as a selling stockholder pursuant to a secondary public offering of common stock of the issuer in connection with the underwriters' exercise of an option to purchase additional shares, which closed on July 22, 2021. The net price per share, after underwriting discounts and commissions, was $22.73625.

F1 · price: These shares were sold by Q-GRG VII (CP) Investment Partners, LLC ("Q-GRG") as a selling stockholder pursuant to a secondary public offering of common stock of the issuer in connection with the underwriters' exercise of an option to purchase additional shares, which closed on July 22, 2021. The net price per share, after underwriting discounts and commissions, was $22.73625.

F2 · ownership.direct: QEM VII, LLC ("QEM VII") is the managing member of Q-GRG. Therefore, QEM VII may be deemed to share voting and dispositive power over the securities held by Q-GRG and may also be deemed to be the beneficial owner of these securities. QEM VII disclaims beneficial ownership of such securities in excess of its pecuniary interest in the securities.

F3 · ownership.direct: [continued from footnote 2] Any decision taken by QEM VII to vote, or to direct to vote, and to dispose, or to direct the disposition of, the securities held by Q-GRG has to be approved by a majority of the members of its investment committee, which majority must include S. Wil VanLoh, Jr. and Dheeraj Verma. Therefore, Messrs. VanLoh, Jr. and Verma may be deemed to share voting and dispositive power over the securities held by Q-GRG and may also be deemed to be the beneficial owner of these securities. Messrs. VanLoh, Jr. and Verma disclaim beneficial ownership of such securities in excess of their pecuniary interests in the securities.

SEC source: 0000905148-21-000598 · form4.xml · nonDerivative · entry 1

Q-GRG VII (CP) Investment Partners, LLC · CIK 0001848413 · 10% owner · See Remarks

QEM VII, LLC · CIK 0001848427 · 10% owner · See Remarks

VANLOH S WIL JR · CIK 0001098463 · 10% owner · See Remarks

Verma Dheeraj · CIK 0001694404 · 10% owner · See Remarks

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 23,743,366

F1 · shares: These shares were sold by Q-GRG VII (CP) Investment Partners, LLC ("Q-GRG") as a selling stockholder pursuant to a secondary public offering of common stock of the Issuer, which closed on July 19, 2021. The net price per share, after underwriting discounts and commissions, was $22.73625.

F1 · price: These shares were sold by Q-GRG VII (CP) Investment Partners, LLC ("Q-GRG") as a selling stockholder pursuant to a secondary public offering of common stock of the Issuer, which closed on July 19, 2021. The net price per share, after underwriting discounts and commissions, was $22.73625.

F2 · ownership.direct: QEM VII, LLC ("QEM VII") is the managing member of Q-GRG. Therefore, QEM VII may be deemed to share voting and dispositive power over the securities held by Q-GRG and may also be deemed to be the beneficial owner of these securities. QEM VII disclaims beneficial ownership of such securities in excess of its pecuniary interest in the securities.

F3 · ownership.direct: [continued from footnote 2] Any decision taken by QEM VII to vote, or to direct to vote, and to dispose, or to direct the disposition of, the securities held by Q-GRG has to be approved by a majority of the members of its investment committee, which majority must include S. Wil VanLoh, Jr. and Dheeraj Verma. Therefore, Messrs. VanLoh, Jr. and Verma may be deemed to share voting and dispositive power over the securities held by Q-GRG and may also be deemed to be the beneficial owner of these securities. Messrs. VanLoh, Jr. and Verma disclaim beneficial ownership of such securities in excess of their pecuniary interests in the securities.

SEC source: 0000905148-21-000587 · form4.xml · nonDerivative · entry 2

Q-GRG VII (CP) Investment Partners, LLC · CIK 0001848413 · 10% owner · See Remarks

QEM VII, LLC · CIK 0001848427 · 10% owner · See Remarks

VANLOH S WIL JR · CIK 0001098463 · 10% owner · See Remarks

Verma Dheeraj · CIK 0001694404 · 10% owner · See Remarks

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

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 21,692

F1 · shares: Represents Restricted Stock Units ("RSUs") granted to Jeffrey Harris, an affiliated director of Q-GRG VII (CP) Investment Partners, LLC ("Q-GRG"), who serves as a director on the Issuer's board of directors. Mr. Harris holds these securities for the benefit of Q-GRG.

F3 · shares: These RSUs represent a contingent right to receive one share of Common Stock for each RSU.. The RSUs are subject to a service-based vesting requirement, which shall be satisfied in full on the earlier of (i) the one-year anniversary of July 12, 2021 or (ii) the date of the next annual meeting of stockholders, subject to Mr. Harris' continuous service with the issuer through such date.

F1 · ownership.direct: Represents Restricted Stock Units ("RSUs") granted to Jeffrey Harris, an affiliated director of Q-GRG VII (CP) Investment Partners, LLC ("Q-GRG"), who serves as a director on the Issuer's board of directors. Mr. Harris holds these securities for the benefit of Q-GRG.

F1 · ownership.nature: Represents Restricted Stock Units ("RSUs") granted to Jeffrey Harris, an affiliated director of Q-GRG VII (CP) Investment Partners, LLC ("Q-GRG"), who serves as a director on the Issuer's board of directors. Mr. Harris holds these securities for the benefit of Q-GRG.

SEC source: 0000905148-21-000587 · form4.xml · nonDerivative · entry 1

Q-GRG VII (CP) Investment Partners, LLC · CIK 0001848413 · 10% owner · See Remarks

QEM VII, LLC · CIK 0001848427 · 10% owner · See Remarks

VANLOH S WIL JR · CIK 0001098463 · 10% owner · See Remarks

Verma Dheeraj · CIK 0001694404 · 10% owner · See Remarks

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

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 18,500

F1 · shares: Represents Restricted Stock Units ("RSUs") granted to Jeffrey Harris, an affiliated director of Q-GRG VII (CP) Investment Partners, LLC ("Q-GRG"), who serves as a director on the Issuer's board of directors. Mr. Harris holds these securities for the benefit of Q-GRG.

F2 · shares: These RSUs represent a contingent right to receive one share of Common Stock for each RSU. The RSUs are subject to a service-based vesting requirement, which shall be satisfied in full on the earlier of (i) the one-year anniversary of February 26, 2021 or (ii) a change of control event, subject to Mr. Harris' continuous service with the issuer.

F1 · ownership.direct: Represents Restricted Stock Units ("RSUs") granted to Jeffrey Harris, an affiliated director of Q-GRG VII (CP) Investment Partners, LLC ("Q-GRG"), who serves as a director on the Issuer's board of directors. Mr. Harris holds these securities for the benefit of Q-GRG.

F1 · ownership.nature: Represents Restricted Stock Units ("RSUs") granted to Jeffrey Harris, an affiliated director of Q-GRG VII (CP) Investment Partners, LLC ("Q-GRG"), who serves as a director on the Issuer's board of directors. Mr. Harris holds these securities for the benefit of Q-GRG.

SEC source: 0000905148-21-000550 · form4.xml · nonDerivative · entry 1

Q-GRG VII (CP) Investment Partners, LLC · CIK 0001848413 · 10% owner · See Remarks

QEM VII, LLC · CIK 0001848427 · 10% owner · See Remarks

VANLOH S WIL JR · CIK 0001098463 · 10% owner · See Remarks

Verma Dheeraj · CIK 0001694404 · 10% owner · See Remarks

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 26,463,366

F1 · kind: Pursuant to the terms of that certain Business Combination Agreement and Plan of Reorganization, dated as of September 23, 2020 (the "Business Combination Agreement"), among Switchback Energy Acquisition Corporation (since renamed "ChargePoint Holdings, Inc." and referred to herein as the "Issuer"), Lightning Merger Sub Inc., a wholly owned subsidiary of the Issuer ("Merger Sub"), and ChargePoint, Inc., the Merger Sub merged with and into ChargePoint, Inc. (the "Merger"), the reporting person became entitled to receive shares of the Issuer's Common Stock (the "Earnout Shares") following each of three Triggering Events (as defined in the Business Combination Agreement) that occur within five years of the February 26, 2021 closing of the Merger.

F2 · kind: The first two Triggering Events occurred on an earlier date, and pursuant to the terms of the Business Combination Agreement, the Earnout Shares were issued on March 19, 2021. The third Triggering Event occurred and, pursuant to the terms of the Business Combination Agreement, the Earnout Shares reported on this Form 4 were issued on July 1, 2021. The issuance of the shares as merger consideration in the Merger transaction, including the receipt of the Earnout Shares reported on this Form 4, was exempt under Rule 16b-3.

F3 · ownership.direct: QEM VII, LLC ("QEM VII") is the managing member of Q-GRG VII (CP) Investment Partners, LLC ("Q-GRG"). Therefore, QEM VII may be deemed to share voting and dispositive power over the securities held by Q-GRG and may also be deemed to be the beneficial owner of these securities. QEM VII disclaims beneficial ownership of such securities in excess of its pecuniary interest in the securities.

F4 · ownership.direct: [continued from footnote 3] Any decision taken by QEM VII to vote, or to direct to vote, and to dispose, or to direct the disposition of, the securities held by Q-GRG has to be approved by a majority of the members of its investment committee, which majority must include S. Wil VanLoh, Jr. and Dheeraj Verma. Therefore, Messrs. VanLoh, Jr. and Verma may be deemed to share voting and dispositive power over the securities held by Q-GRG and may also be deemed to be the beneficial owner of these securities. Messrs. VanLoh, Jr. and Verma disclaim beneficial ownership of such securities in excess of their pecuniary interests in the securities.

SEC source: 0000905148-21-000427 · form4.xml · nonDerivative · entry 1

Q-GRG VII (CP) Investment Partners, LLC · CIK 0001848413 · 10% owner · See Remarks

QEM VII, LLC · CIK 0001848427 · 10% owner · See Remarks

VANLOH S WIL JR · CIK 0001098463 · 10% owner · See Remarks

Verma Dheeraj · CIK 0001694404 · 10% owner · See Remarks

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 25,333,855

F1 · kind: Pursuant to the terms of that certain Business Combination Agreement and Plan of Reorganization, dated as of September 23, 2020 (the "Business Combination Agreement"), among Switchback Energy Acquisition Corporation (since renamed "ChargePoint Holdings, Inc." and referred to herein as the "Issuer"), Lightning Merger Sub Inc., a wholly owned subsidiary of the Issuer ("Merger Sub"), and ChargePoint, Inc., the Merger Sub merged with and into ChargePoint, Inc. (the "Merger"), the reporting person became entitled to receive shares of the Issuer's Common Stock (the "Earnout Shares") following each of three Triggering Events (as defined in the Business Combination Agreement) that occur within five years of the February 26, 2021 closing of the Merger.

F2 · kind: The three "Triggering Events" are (i) the date on which the volume-weighted average closing sale price of the Issuer's Common Stock is greater than or equal to $15.00 for any ten trading days within any twenty consecutive trading day period; (ii) the date on which the volume-weighted average closing sale price of the Issuer's Common Stock is greater than or equal to $20.00 for any ten trading days within any twenty consecutive trading day period; and (iii) the dates on which the volume-weighted average closing sale price of the Issuer's Common Stock is greater than or equal to $30.00 for any ten trading days within any twenty consecutive trading day period. In addition, Trigger Events may occur upon a Change of Control (as defined in the Business Combination Agreement).

F3 · kind: The first two Triggering Events occurred on the same date, and pursuant to the terms of the Business Combination Agreement, the Earnout Shares reported on this Form 4 were issued on March 19, 2021. The issuance of the shares as merger consideration in the Merger transaction, including the receipt of the Earnout Shares reported on this Form 4, was exempt under Rule 16b-3.

F4 · ownership.direct: QEM VII, LLC ("QEM VII") is the managing member of Q-GRG VII (CP) Investment Partners, LLC ("Q-GRG"). Therefore, QEM VII may be deemed to share voting and dispositive power over the securities held by Q-GRG and may also be deemed to be the beneficial owner of these securities. QEM VII disclaims beneficial ownership of such securities in excess of its pecuniary interest in the securities.

F5 · ownership.direct: [continued from footnote 4] Any decision taken by QEM VII to vote, or to direct to vote, and to dispose, or to direct the disposition of, the securities held by Q-GRG has to be approved by a majority of the members of its investment committee, which majority must include S. Wil VanLoh, Jr. and Dheeraj Verma. Therefore, Messrs. VanLoh, Jr. and Verma may be deemed to share voting and dispositive power over the securities held by Q-GRG and may also be deemed to be the beneficial owner of these securities. Messrs. VanLoh, Jr. and Verma disclaim beneficial ownership of such securities in excess of their pecuniary interests in the securities.