SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Suslak Neil S

(Last)

(First)

(Middle)

350 MADISON AVENUE, 23RD FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ChargePoint Holdings, Inc. [ CHPT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/26/2021		A		1,533,161	A	⁽¹⁾⁽²⁾	1,533,161	I	See Footnote⁽¹⁾⁽²⁾
Common Stock	02/26/2021		A		319,495	A	⁽¹⁾⁽²⁾	319,495	I	See Footnote⁽³⁾
Common Stock	02/26/2021		A		2,459,007	A	⁽¹⁾⁽²⁾	2,459,007	I	See Footnote⁽⁴⁾
Common Stock	02/26/2021		A		10,546,048	A	⁽¹⁾⁽²⁾	10,546,048	I	See Footnote⁽⁵⁾
Common Stock	02/26/2021		A		806,246	A	⁽¹⁾⁽²⁾	806,246	I	See Footnote⁽⁶⁾
Common Stock	02/26/2021		A		2,749,839	A	⁽¹⁾⁽²⁾	2,749,839	I	See Footnote⁽⁷⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrant (right to buy)	$6.03	02/26/2021		A		1,466,051		02/26/2021	07/31/2030	Common Stock	1,466,051	⁽⁸⁾	1,466,051	I	See Footnote⁽⁸⁾
Warrant (right to buy)	$9.04	02/26/2021		A		29,273		02/26/2021	11/16/2028	Common Stock	29,273	⁽⁹⁾	29,273	I	See Footnote⁽⁹⁾
Warrant (right to buy)	$1.25	02/26/2021		A		22,337		02/26/2021	06/20/2021	Common Stock	22,337	⁽¹⁰⁾	22,337	I	See Footnote⁽¹⁰⁾
Warrant (right to buy)	$1.25	02/26/2021		A		16,879		02/26/2021	09/12/2021	Common Stock	16,879	⁽¹¹⁾	16,879	I	See Footnote⁽¹¹⁾
Warrant (right to buy)	$1.25	02/26/2021		A		16,879		02/26/2021	10/28/2021	Common Stock	16,879	⁽¹²⁾	16,879	I	See Footnote⁽¹²⁾
Warrant (right to buy)	$1.25	02/26/2021		A		22,326		02/26/2021	01/05/2022	Common Stock	22,326	⁽¹³⁾	22,326	I	See Footnote⁽¹³⁾
Warrant (right to buy)	$1.25	02/26/2021		A		14,568		02/26/2021	03/04/2022	Common Stock	14,568	⁽¹⁴⁾	14,568	I	See Footnote⁽¹⁴⁾

Explanation of Responses:

1. 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, Lightning Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Switchback ("Merger Sub"), and ChargePoint, Inc., a Delaware corporation ("ChargePoint"), the Merger Sub merged with and into ChargePoint Holdings, Inc. (the "Merger"). On the closing date of the Merger, the price of ChargePoint's Common Stock was $30.83 per share. The Shares were received in exchange for 1,471,053 shares of Common Stock of ChargePoint, Inc. in connection with the Merger.

2. (Continued from Footnote 1) The Shares are held directly by Braemar ChargePoint Investments III, LLC. Mr. Suslak is the Managing Partner of Braemar Energy Ventures, which is the General Partner of each of the Braemar Funds. Mr. Suslak shares voting and investment power over the shares held by each of the Braemar Funds with William D. Lese and Donald F. Tappan, III. Each of Messrs. Suslak, Lese and Tappan disclaim beneficial ownership of the securities held by the Braemar Funds.

3. The Shares were received in exchange for 320,585 shares of Common Stock of ChargePoint, Inc. in connection with the Merger. The Shares are held directly by Braemar CP Investments 2019 LLC.

4. The Shares were received in exchange for 2,467,396 shares of Common Stock of ChargePoint, Inc. in connection with the Merger. The Shares are held directly by Braemar CP Investments II 2020, LLC.

5. The Shares were received in exchange for 10,582,027 shares of Common Stock of ChargePoint, Inc. in connection with the Merger. The Shares are held directly by Braemar Energy Ventures III, L.P.

6. The Shares were received in exchange for 808,997 shares of Common Stock of ChargePoint, Inc. in connection with the Merger. The Shares are held directly by ChargePoint Investments II, LLC.

7. The Shares were received in exchange for 2,759,221 shares of Common Stock of ChargePoint, Inc. in connection with the Merger. The Shares are held directly by directly by ChargePoint Investments LLC.

8. The Warrant was received in exchange for a warrant to purchase 1,471,053 shares of Common Stock of ChargePoint, Inc. in connection with the Merger. The Warrant is held by Braemar Chargepoint Investments III, LLC.

9. The Warrant was received in exchange for a warrant to purchase 29,373 shares of Common Stock of ChargePoint, Inc. in connection with the Merger. The Warrant is held by Braemar Energy Ventures III L.P.

10. The Warrant was received in exchange for a warrant to purchase 22,415 shares of Common Stock of ChargePoint, Inc. in connection with the Merger. The Warrant is held by ChargePoint Investments LLC.

11. The Warrant was received in exchange for a warrant to purchase 16,938 shares of Common Stock of ChargePoint, Inc. in connection with the Merger. The Warrant is held by ChargePoint Investments LLC.

12. The Warrant was received in exchange for a warrant to purchase 16,938 shares of Common Stock of ChargePoint, Inc. in connection with the Merger. The Warrant is held by ChargePoint Investments LLC.

13. The Warrant was received in exchange for a warrant to purchase 22,404 shares of Common Stock of ChargePoint, Inc. in connection with the Merger. The Warrant is held by ChargePoint Investments LLC.

14. The Warrant was received in exchange for a warrant to purchase 14,619 shares of Common Stock of ChargePoint, Inc. in connection with the Merger. The Warrant is held by ChargePoint Investments LLC.

Remarks:

	/s/ Roya Shakoori, Attorney-in-Fact	03/02/2021
	** 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).
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