0000899243-21-027360.txt : 20210702 0000899243-21-027360.hdr.sgml : 20210702 20210702193702 ACCESSION NUMBER: 0000899243-21-027360 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210701 FILED AS OF DATE: 20210702 DATE AS OF CHANGE: 20210702 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CHIZEN BRUCE R CENTRAL INDEX KEY: 0001032834 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] STATE OF INCORPORATION: CA FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39004 FILM NUMBER: 211072132 MAIL ADDRESS: STREET 1: C/O ADOBE SYSTEMS INC STREET 2: 345 PARK AVENUE P O BOX 2704 CITY: SAN JOSE STATE: CA ZIP: 95110-2704 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ChargePoint Holdings, Inc. CENTRAL INDEX KEY: 0001777393 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS TRANSPORTATION EQUIPMENT [3790] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 240 EAST HACIENDA AVENUE CITY: CAMPBELL STATE: CA ZIP: 95008 BUSINESS PHONE: (972) 514-9535 MAIL ADDRESS: STREET 1: 240 EAST HACIENDA AVENUE CITY: CAMPBELL STATE: CA ZIP: 95008 FORMER COMPANY: FORMER CONFORMED NAME: Switchback Energy Acquisition Corp DATE OF NAME CHANGE: 20190521 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2021-07-01 0 0001777393 ChargePoint Holdings, Inc. CHPT 0001032834 CHIZEN BRUCE R 240 EAST HACIENDA AVENUE CAMPBELL CA 95008 1 0 0 0 Common Stock 2021-07-01 4 J 0 2469 0.00 A 7407 D Common Stock 2021-07-01 4 J 0 25694 0.00 A 767237 I By trust Common Stock 2021-07-01 4 J 0 1322 0.00 A 43985 I By trust 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 persons 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. The third "Triggering Event" is the date 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. 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 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. The Shares are held directly by the Bruce Chizen 2009 Irrevocable Trust, Dated January 24, 2009 of which the Reporting Person is trustee. The Shares are held directly by Gail Chizen 2009 Irrevocable Trust of which the Reporting Person is trustee. /s/ Henrik Gerdes - Attorney-in-Fact 2021-07-02