4//SEC Filing
Mutrie James E. 4
Accession 0001213900-21-012701
CIK 0001777393other
Filed
Feb 28, 7:00 PM ET
Accepted
Mar 1, 9:41 PM ET
Size
14.7 KB
Accession
0001213900-21-012701
Insider Transaction Report
Form 4
Mutrie James E.
DirectorCCO, GC & Secretary10% Owner
Transactions
- Other
Class B Common Stock
2021-02-26−969,661→ 6,763,280 total(indirect: See footnote)→ Class A Common Stock (969,661 underlying) - Conversion
Class B Common Stock
2021-02-26−6,763,280→ 0 total(indirect: See footnote)→ Class A Common Stock (6,763,280 underlying) - Other
Private Placement Warrants
2021-02-26$1.50/sh+1,000,000$1,500,000→ 6,521,568 total(indirect: See footnote)Exercise: $11.50→ Class A Common Stock (1,000,000 underlying) - Conversion
Class A Common Stock
2021-02-26+6,763,280→ 6,763,280 total(indirect: See footnote)
Holdings
- 43,000
Class A Common Stock
Footnotes (7)
- [F1]In connection with the closing of the business combination (the "Business Combination") between Switchback Energy Acquisition Corporation ("Switchback"), Lightning Merger Sub Inc. and ChargePoint, Inc. on February 26, 2021, the Reporting Person's shares of Class B Common Stock automatically converted into shares of Switchback's Class A Common Stock on a one-for-one basis. Upon consummation of the Business Combination, Switchback changed its name to "ChargePoint Holdings, Inc."
- [F2]NGP Switchback, LLC ("Sponsor") is the record holder of the securities reported herein. The Reporting Person is a manager and the Chief Commercial Officer, General Counsel and Secretary of the Sponsor. As such, the Reporting Person may be deemed to have or share beneficial ownership of the securities held directly by the Sponsor. The Reporting Person disclaims beneficial ownership of the securities held by the Sponsor except to the extent of the Reporting Person's pecuniary interest therein.
- [F3]The shares of Class B Common Stock are convertible into shares of Switchback's Class A Common Stock on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, and have no expiration date.
- [F4]Immediately prior to the closing of the Business Combination, the Sponsor irrevocably surrendered and forfeited to Switchback, for no consideration and as a contribution to Switchback's capital, 969,661 shares of Class B Common Stock.
- [F5]In connection with the closing of the Business Combination, the Sponsor exercised its right to convert a portion of the working capital loans made by the Sponsor to Switchback into 1,000,000 private warrants at a price of $1.50 per warrant in satisfaction of $1,500,000 principal amount of such loans.
- [F6]The warrants will become exercisable on the later of 30 days after the closing of the Business Combination and 12 months from the closing of Switchback's initial public offering.
- [F7]The warrants will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation, as described in the prospectus for Switchback's initial public offering.
Documents
Issuer
ChargePoint Holdings, Inc.
CIK 0001777393
Entity typeother
Related Parties
1- filerCIK 0001609860
Filing Metadata
- Form type
- 4
- Filed
- Feb 28, 7:00 PM ET
- Accepted
- Mar 1, 9:41 PM ET
- Size
- 14.7 KB