Filing Details
- Accession Number:
- 0000905148-21-000599
- Form Type:
- 13D Filing
- Publication Date:
- 2021-07-21 20:00:00
- Filed By:
- Q-grg Vii (cp) Investment Partners, Llc
- Company:
- Chargepoint Holdings Inc. (NASDAQ:CHPT)
- Filing Date:
- 2021-07-22
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Q-GRG VII (CP) Investment Partners | 0 | 34,466,516 | 0 | 34,466,516 | 34,466,516 | 10.4% |
| QEM VII | 0 | 34,466,516 | 0 | 34,466,516 | 34,466,516 | 10.4% |
| S. Wil VanLoh, Jr | 0 | 34,466,516 | 0 | 34,466,516 | 34,466,516 | 10.4% |
| Dheeraj Verma | 0 | 34,466,516 | 0 | 34,466,516 | 34,466,516 | 10.4% |
Filing
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
ChargePoint Holdings, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
15961R105
(CUSIP Number)
James V. Baird
Q-GRG VII (CP) Investment Partners, LLC
800 Capitol Street, Suite 3600
Houston, Texas 77002
Telephone: (713) 452-2000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 19, 2021
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g),
check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| 1 | NAMES OF REPORTING PERSONS | | | ||
| Q-GRG VII (CP) Investment Partners, LLC | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
| | (b) | ☐ | |||
| | | ||||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | ||
| OO (See Item 3) | | | |||
| | | ||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | ☐ | ||
| | | | |||
| | | ||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| Delaware | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | | |
| 0 | | | |||
| | | ||||
| 8 | SHARED VOTING POWER | | | ||
| 34,466,516 (1) | | | |||
| | | ||||
| 9 | SOLE DISPOSITIVE POWER | | | ||
| 0 | | | |||
| | | ||||
| 10 | SHARED DISPOSITIVE POWER | | | ||
| 34,466,516 (1) | | | |||
| | | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 34,466,516 (1) | | | |||
| | | ||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ | ||
| | | | |||
| | | ||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | ||
| 10.4% (2) | | | |||
| | | ||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| OO (Limited Liability Company) | | | |||
| | | ||||
| 1. | This amount includes (i) 11,124,073 shares of Common Stock (as defined herein) over which the Reporting Person has the right to acquire beneficial
ownership upon exercise of Warrants (as defined herein), which are currently exercisable, and (ii) the 21,692 shares of Common Stock over which the Reporting Person has the right to acquire beneficial ownership upon vesting of RSUs (as
defined herein). |
| 2. | Calculation is based on the sum of (i) 321,505,683 shares of Common Stock outstanding as of July 9, 2021, as set forth in the prospectus on Form 424B1
filed by the Issuer on July 15, 2021, plus (ii) the 11,124,073 shares of Common Stock issuable upon exercise of Warrants beneficially owned by the Reporting Person, and (iii) the 21,692 shares of Common Stock issuable upon vesting of RSUs
beneficially owned by the Reporting Person, each of (ii) and (iii) of which have been added to the total shares of Common Stock outstanding in accordance with Rule 13d-3(d)(3) under the Act. |