Filing Details
- Accession Number:
- 0001193125-22-036074
- Form Type:
- 13G Filing
- Publication Date:
- 2022-02-10 19:00:00
- Filed By:
- Linse Capital Cp, Llc
- Company:
- Chargepoint Holdings Inc. (NASDAQ:CHPT)
- Filing Date:
- 2022-02-11
- SEC Url:
- 13G Filing
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 |
|---|---|---|---|---|---|---|
| Linse Capital CP | 0 | 23,530,383 | 0 | 23,530,383 | 23,530,383 | 7.11% |
| Linse Capital CP II | 0 | 6,813,310 | 0 | 6,813,310 | 6,813,310 | 2.06% |
| Linse Capital CP III | 0 | 7,665,987 | 0 | 7,665,987 | 7,665,987 | 2.32% |
| Linse Capital CP IV | 0 | 5,305,658 | 0 | 5,305,658 | 5,305,658 | 1.60% |
| Linse Capital CP V | 0 | 7,786,477 | 0 | 7,786,477 | 7,786,477 | 2.35% |
| Linse Capital CP VI | 0 | 18,343,750 | 0 | 18,343,750 | 18,343,750 | 5.54% |
| Linse Capital CP VI GP | 0 | 18,343,750 | 0 | 18,343,750 | 18,343,750 | 5.54% |
| Linse Capital Management PR | 0 | 18,343,750 | 0 | 18,343,750 | 18,343,750 | 5.54% |
| Linse Capital | 0 | 69,445,565 | 0 | 69,445,565 | 69,445,565 | 20.98% |
| Michael Linse | 0 | 69,445,565 | 0 | 69,445,565 | 69,445,565 | 20.98% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
ChargePoint Holdings, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
15961R105
(CUSIP Number)
December 31, 2021
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in 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).
| CUSIP No. 15961R105 | 13G | Page 2 of 17 Pages |
| 1 | NAMES OF REPORTING PERSONS
Linse Capital CP, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒ (1)
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
23,530,383 (2) | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
23,530,383 (2) | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,530,383 (2) | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.11% (3) | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | |||||
| (1) | This statement on Schedule 13G is filed by Linse Capital CP, LLC (Linse I), Linse Capital CP II, LLC (Linse II), Linse Capital CP III, LLC (Linse III), Linse Capital CP IV, LLC (Linse IV), Linse Capital CP V, LLC (Linse V), Linse Capital CP VI, LLC (Linse VI), Linse Capital CP VI GP LP (Linse GP VI), Linse Capital Management PR LLC (LCMPR), Linse Capital LLC (Linse Capital) and Michael Linse (Linse, together with Linse I, Linse II, Linse III, Linse IV, Linse V, Linse VI, Linse GP VI, LCMPR and Linse Capital, collectively, the Reporting Persons). The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G. |
| (2) | This amount consists of shares of Common Stock held by Linse I. Linse is the managing director of Linse Capital, which is the manager of Linse I. Each of Linse and Linse Capital possesses power to direct the voting and disposition of the shares owned by Linse I, and each of Linse and Linse Capital may be deemed to have an indirect beneficial ownership of such shares. |
| (3) | The percentages set forth on the cover sheets are calculated based on 331,027,104 shares of Common Stock outstanding as of November 30, 2021 as set forth in the Issuers Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2021, as filed with the Securities and Exchange Commission on December 15, 2021 (the Form 10-Q). |
| CUSIP No. 15961R105 | 13G | Page 3 of 17 Pages |
| 1 | NAMES OF REPORTING PERSONS
Linse Capital CP II, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒ (1)
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
6,813,310 (2) | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
6,813,310 (2) | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,813,310 (2) | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.06% (3) | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | |||||
| (1) This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G. |
| (2) This amount consists of shares of Common Stock held by Linse II. Linse is the managing director of Linse Capital, which is the manager of Linse II. Each of Linse and Linse Capital possesses power to direct the voting and disposition of the shares owned by Linse II, and each of Linse and Linse Capital may be deemed to have an indirect beneficial ownership of such shares. |
| (3) The percentages set forth on the cover sheets are calculated based on 331,027,104 shares of Common Stock outstanding as of November 30, 2021 as set forth in the Form 10-Q. |
| CUSIP No. 15961R105 | 13G | Page 4 of 17 Pages |
| 1 | NAMES OF REPORTING PERSONS
Linse Capital CP III, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒ (1)
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
7,665,987 (2) | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
7,665,987 (2) | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,665,987 (2) | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.32% (3) | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | |||||
| (1) | This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G. |
| (2) | This amount consists of shares of Common Stock held by Linse III. Linse is the managing director of Linse Capital, which is the manager of Linse III. Each of Linse and Linse Capital possesses power to direct the voting and disposition of the shares owned by Linse III, and each of Linse and Linse Capital may be deemed to have an indirect beneficial ownership of such shares. |
| (3) | The percentages set forth on the cover sheets are calculated based on 331,027,104 shares of Common Stock outstanding as of November 30, 2021 as set forth in the Form 10-Q. |
| CUSIP No. 15961R105 | 13G | Page 5 of 17 Pages |
| 1 | NAMES OF REPORTING PERSONS
Linse Capital CP IV, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒ (1)
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
5,305,658 (2) | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
5,305,658 (2) | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,305,658 (2) | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.60% (3) | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | |||||
| (1) This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G. |
| (2) This amount consists of shares of Common Stock held by Linse IV. Linse is the managing director of Linse Capital, which is the manager of Linse IV. Each of Linse and Linse Capital possesses power to direct the voting and disposition of the shares owned by Linse IV, and each of Linse and Linse Capital may be deemed to have an indirect beneficial ownership of such shares. |
| (3) The percentages set forth on the cover sheets are calculated based on 331,027,104 shares of Common Stock outstanding as of November 30, 2021 as set forth in the Form 10-Q. |
| CUSIP No. 15961R105 | 13G | Page 6 of 17 Pages |
| 1 | NAMES OF REPORTING PERSONS
Linse Capital CP V, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒ (1)
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
7,786,477 (2) | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
7,786,477 (2) | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,786,477 (2) | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.35% (3) | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | |||||
| (1) | This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G. |
| (2) | This amount consists of (i) 5,620,211 shares of Common Stock and (ii) warrants to purchase up to an aggregate of 2,166,266 shares of Common Stock that are exercisable within 60 days of the date of filing, in each case held by Linse V. Linse is the managing director of Linse Capital, which is the manager of Linse V. Each of Linse and Linse Capital possesses power to direct the voting and disposition of the shares owned by Linse V, and each of Linse and Linse Capital may be deemed to have an indirect beneficial ownership of such shares. |
| (3) | The percentages set forth on the cover sheets are calculated based on 331,027,104 shares of Common Stock outstanding as of November 30, 2021 as set forth in the Form 10-Q. |
| CUSIP No. 15961R105 | 13G | Page 7 of 17 Pages |
| 1 | NAMES OF REPORTING PERSONS
Linse Capital CP VI, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒ (1)
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
18,343,750 (2) | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
18,343,750 (2) | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,343,750 (2) | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.54% (3) | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | |||||
| (1) | This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G. |
| (2) | This amount consists of (i) 8,954,326 shares of Common Stock and (ii) warrants to purchase up to an aggregate of 9,389,424 shares of Common Stock that are exercisable within 60 days of the date of filing, in each case held by Linse VI. Linse GP VI is the manager of Linse VI, and LCMPR is the general partner of Linse GP VI. Linse is the managing director of Linse Capital, which is the manager of LCMPR. Each of Linse GP VI, LCMPR, Linse Capital and Linse possesses power to direct the voting and disposition of the shares owned by Linse VI, and each of Linse GP VI, LCMPR, Linse Capital and Linse may be deemed to have an indirect beneficial ownership of such shares. |
| (3) | The percentages set forth on the cover sheets are calculated based on 331,027,104 shares of Common Stock outstanding as of November 30, 2021 as set forth in the Form 10-Q. |
| CUSIP No. 15961R105 | 13G | Page 8 of 17 Pages |
| 1 | NAMES OF REPORTING PERSONS
Linse Capital CP VI GP LP | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒ (1)
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
18,343,750 (2) | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
18,343,750 (2) | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,343,750 (2) | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.54% (3) | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA | |||||
| (1) | This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G. |
| (2) | This amount consists of (i) 8,954,326 shares of Common Stock and (ii) warrants to purchase up to an aggregate of 9,389,424 shares of Common Stock that are exercisable within 60 days of the date of filing, in each case held by Linse VI. Linse GP VI is the manager of Linse VI, and LCMPR is the general partner of Linse GP VI. Linse is the managing director of Linse Capital, which is the manager of LCMPR. Each of Linse GP VI, LCMPR, Linse Capital and Linse possesses power to direct the voting and disposition of the shares owned by Linse VI, and each of Linse GP VI, LCMPR, Linse Capital and Linse may be deemed to have an indirect beneficial ownership of such shares. |
| (3) | The percentages set forth on the cover sheets are calculated based on 331,027,104 shares of Common Stock outstanding as of November 30, 2021 as set forth in the Form 10-Q. |
| CUSIP No. 15961R105 | 13G | Page 9 of 17 Pages |
| 1 | NAMES OF REPORTING PERSONS
Linse Capital Management PR LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒ (1)
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
18,343,750 (2) | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
18,343,750 (2) | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,343,750 (2) | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.54% (3) | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA | |||||
| (1) | This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G. |
| (2) | This amount consists of shares of (i) 8,954,326 Common Stock and (ii) warrants to purchase up to an aggregate of 9,389,424 shares of Common Stock that are exercisable within 60 days of the date of filing, in each case held by Linse VI. Linse GP VI is the manager of Linse VI, and LCMPR is the general partner of Linse GP VI. Linse is the managing director of Linse Capital, which is the manager of LCMPR. Each of Linse GP VI, LCMPR, Linse Capital and Linse possesses power to direct the voting and disposition of the shares owned by Linse VI, and each of Linse GP VI, LCMPR, Linse Capital and Linse may be deemed to have an indirect beneficial ownership of such shares. |
| (3) | The percentages set forth on the cover sheets are calculated based on 331,027,104 shares of Common Stock outstanding as of November 30, 2021 as set forth in the Form 10-Q. |
| CUSIP No. 15961R105 | 13G | Page 10 of 17 Pages |
| 1 | NAMES OF REPORTING PERSONS
Linse Capital LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒ (1)
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
69,445,565 (2) | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
69,445,565 (2) | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
69,445,565 (2) | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
20.98% (3) | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA | |||||
| (1) This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G. |
| (2) This amount consists of (i) 23,530,383 shares of Common Stock held by Linse I, (ii) 6,813,310 shares of Common Stock held by Linse II, (iii) 7,665,987 shares of Common Stock held by Linse III, (iv) 5,305,658 shares of Common Stock held by Linse IV, (v) 5,620,211 shares of Common Stock and warrants to purchase up to 2,166,266 shares of Common Stock, which are exercisable within 60 days of the date hereof held by Linse V, and (vi) 8,954,326 shares of Common Stock and warrants to purchase up to 9,389,424 shares of Common Stock, which are exercisable within 60 days of the date hereof held by Linse VI. Linse is the managing director of Linse Capital, which is the manager of Linse I, Linse II, Linse III, Linse IV and Linse V, and the manager of LCMPR. LCMPR is the general partner of Linse GP VI, which is the manager of Linse VI. Each of Linse and Linse Capital possesses power to direct the voting and disposition of the shares owned by Linse I, Linse II, Linse III, Linse IV and Linse V, and each of Linse and Linse Capital may be deemed to have an indirect beneficial ownership of such shares. Each of Linse GP VI, LCMPR, Linse Capital and Linse possesses power to direct the voting and disposition of the shares owned by Linse VI, and each of Linse GP VI, LCMPR, Linse Capital and Linse may be deemed to have an indirect beneficial ownership of such shares. |
| (3) The percentages set forth on the cover sheets are calculated based on 331,027,104 shares of Common Stock outstanding as of November 30, 2021 as set forth in the Form 10-Q. |
| CUSIP No. 15961R105 | 13G | Page 11 of 17 Pages |
| 1 | NAMES OF REPORTING PERSONS
Michael Linse | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒ (1)
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
69,445,565 (2) | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
69,445,565 (2) | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
69,445,565 (2) | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
20.98% (4) | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN | |||||
| (1) This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G. |
| (2) This amount consists of (i) 23,530,383 shares of Common Stock held by Linse I, (ii) 6,813,310 shares of Common Stock held by Linse II, (iii) 7,665,987 shares of Common Stock held by Linse III, (iv) 5,305,658 shares of Common Stock held by Linse IV, (v) 5,620,211 shares of Common Stock and warrants to purchase up to 2,166,266 shares of Common Stock, which are exercisable within 60 days of the date hereof held by Linse V, and (vi) 8,954,326 shares of Common Stock and warrants to purchase up to 9,389,424 shares of Common Stock, which are exercisable within 60 days of the date hereof held by Linse VI. Linse is the managing director of Linse Capital, which is the manager of Linse I, Linse II, Linse III, Linse IV and Linse V, and the manager of LCMPR. LCMPR is the general partner of Linse GP VI, which is the manager of Linse VI. Each of Linse and Linse Capital possesses power to direct the voting and disposition of the shares owned by Linse I, Linse II, Linse III, Linse IV and Linse V, and each of Linse and Linse Capital may be deemed to have an indirect beneficial ownership of such shares. Each of Linse GP VI, LCMPR, Linse Capital and Linse possesses power to direct the voting and disposition of the shares owned by Linse VI, and each of Linse GP VI, LCMPR, Linse Capital and Linse may be deemed to have an indirect beneficial ownership of such shares. |
| (3) The percentages set forth on the cover sheets are calculated based on 331,027,104 shares of Common Stock outstanding as of November 30, 2021 as set forth in the Form 10-Q. |
| CUSIP No. 15961R105 | 13G | Page 12 of 17 Pages |
Item 1(a). Name of Issuer:
ChargePoint Holdings, Inc.
Item 1(b). Address of Issuers Principal Executive Officers:
240 East Hacienda Avenue
Campbell, CA 95008
Item 2(a). Name of Person(s) Filing:
Linse Capital CP, LLC (Linse I)
Linse Capital CP II, LLC (Linse II)
Linse Capital CP III, LLC (Linse III)
Linse Capital CP IV, LLC (Linse IV)
Linse Capital CP V, LLC (Linse V)
Linse Capital CP VI, LLC (Linse VI)
Linse Capital CP VI GP LP (Linse GP VI)
Linse Capital Management PR LLC (LCMPR)
Linse Capital LLC (Linse Capital)
Michael Linse (Linse)
Item 2(b). Address of Principal Business Office:
Linse Capital LLC
53 Calle Palmeras, Suite 601
San Juan, PR 00901
Item 2(c). Citizenship:
| Linse I Linse II Linse III Linse IV Linse V Linse VI Linse GP VI LCMPR Linse Capital | Delaware, United States of America Delaware, United States of America Delaware, United States of America Delaware, United States of America Delaware, United States of America Delaware, United States of America Delaware, United States of America Delaware, United States of America Delaware, United States of America | |
| Linse | United States of America |
Item 2(d). Title of Class of Securities:
Common Stock, par value $0.0001 per share.
Item 2(e). CUSIP Number:
15961R 105
| Item 3. | If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: |
Not applicable.
| CUSIP No. 15961R105 | 13G | Page 13 of 17 Pages |
| Item 4(a). | Amount Beneficially Owned: 69,445,565 |
| Item 4(b). | Percent of Class: 20.98% |
| Item 4(c). | Number of shares as to which such persons have: |
The following information with respect to the beneficial ownership of Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of November 30, 2021:
| Reporting Persons | Shares Held Directly | Sole Voting Power | Shared Voting Power (1) | Sole Dispositive Power | Shared Dispositive Power (1) | Beneficial Ownership(1) | Percentage of Class (1, 3) | |||||||||||||||||||||
| Linse I (2) | 23,530,383 | 0 | 23,530,383 | 0 | 23,530,383 | 23,530,383 | 7.11 | % | ||||||||||||||||||||
| Linse II (2) | 6,813,310 | 0 | 6,813,310 | 0 | 6,813,310 | 6,813,310 | 2.06 | % | ||||||||||||||||||||
| Linse III (2) | 7,665,987 | 0 | 7,665,987 | 0 | 7,665,987 | 7,665,987 | 2.32 | % | ||||||||||||||||||||
| Linse IV (2) | 5,305,658 | 0 | 5,305,658 | 0 | 5,305,658 | 5,305,658 | 1.60 | % | ||||||||||||||||||||
| Linse V (2) | 7,786,477 | 0 | 7,786,477 | 0 | 7,786,477 | 7,786,477 | 2.35 | % | ||||||||||||||||||||
| Linse VI (2) | 18,343,750 | 0 | 18,343,750 | 0 | 18,343,750 | 18,343,750 | 5.54 | % | ||||||||||||||||||||
| Linse GP VI (2) | 0 | 0 | 18,343,750 | 0 | 18,343,750 | 18,343,750 | 5.54 | % | ||||||||||||||||||||
| LCMPR (2) | 0 | 0 | 18,343,750 | 0 | 18,343,750 | 18,343,750 | 5.54 | % | ||||||||||||||||||||
| Linse Capital (2) | 0 | 0 | 69,445,565 | 0 | 69,445,565 | 69,445,565 | 20.98 | % | ||||||||||||||||||||
| Linse (2) | 0 | 0 | 69,445,565 | 0 | 69,445,565 | 69,445,565 | 20.98 | % | ||||||||||||||||||||
| (1) | Represents the number of shares of Common Stock and the number of shares of Common Stock issuable upon exercise of options, warrants and other convertible securities that are exercisable within 60 days of the date of this statement on Schedule 13G (Securities) currently beneficially owned by the Reporting Persons. |
| (2) | Linse is the managing director of Linse Capital, which is the manager of Linse I, Linse II, Linse III, Linse IV and Linse V, and the manager of LCMPR. LCMPR is the general partner of Linse GP VI, which is the manager of Linse VI. Each of Linse and Linse Capital possesses power to direct the voting and disposition of the Securities owned by Linse I, Linse II, Linse III, Linse IV and Linse V, and each of Linse and Linse Capital may be deemed to have an indirect beneficial ownership of such Securities. Each of Linse GP VI, LCMPR, Linse Capital and Linse possesses power to direct the voting and disposition of the Securities owned by Linse VI, and each of Linse GP VI, LCMPR, Linse Capital and Linse may be deemed to have an indirect beneficial ownership of such Securities. Each of Linse, Linse Capital, LCMPR and Linse GP VI hold no Securities of the Issuer directly. |
| (3) | The percentages set forth above are calculated based on 331,027,104 shares of Common Stock outstanding as of November 30, 2021 as set forth in the Form 10-Q. |
| Item 5. | Ownership of Five Percent or Less of a Class: |
If this statement is being filed to report the fact that as of the date hereof, the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ☐
| Item 6. | Ownership of More Than Five Percent on Behalf of Another Person: |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person: |
Not applicable.
| CUSIP No. 15961R105 | 13G | Page 14 of 17 Pages |
| Item 8. | Identification and Classification of Members of the Group: |
Not applicable.
| Item 9. | Notice of Dissolution of Group: |
Not applicable.
| Item 10. | Certification: |
Not applicable.
| CUSIP No. 15961R105 | 13G | Page 15 of 17 Pages |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 11, 2022
| LINSE CAPITAL CP, LLC | ||
| By: | Linse Capital LLC | |
| a Delaware limited liability company and Manager of Linse Capital CP, LLC | ||
| By: | /s/ Michael Linse | |
| Michael Linse, Managing Director | ||
| LINSE CAPITAL CP II, LLC | ||
| By: | Linse Capital LLC | |
| a Delaware limited liability company and Manager of Linse Capital CP II, LLC | ||
| By: | /s/ Michael Linse | |
| Michael Linse, Managing Director | ||
| LINSE CAPITAL CP III, LLC | ||
| By: | Linse Capital LLC | |
| a Delaware limited liability company and Manager of Linse Capital CP III, LLC | ||
| By: | /s/ Michael Linse | |
| Michael Linse, Managing Director | ||
| LINSE CAPITAL CP IV, LLC | ||
| By: | Linse Capital LLC | |
| a Delaware limited liability company and Manager of Linse Capital CP IV, LLC | ||
| By: | /s/ Michael Linse | |
| Michael Linse, Managing Director | ||
| LINSE CAPITAL CP V, LLC | ||
| By: | Linse Capital LLC | |
| a Delaware limited liability company and Manager of Linse Capital CP V, LLC | ||
| By: | /s/ Michael Linse | |
| Michael Linse, Managing Director | ||
| CUSIP No. 15961R105 | 13G | Page 16 of 17 Pages |
| LINSE CAPITAL CP VI, LLC | ||
| By: | Linse Capital CP VI GP LP | |
| a Delaware limited partnership and Manager of Linse Capital CP VI, LLC | ||
| By: | Linse Capital Management PR LLC | |
| a Delaware limited liability company and Manager of Linse Capital CP VI GP LP | ||
| By: | Linse Capital LLC | |
| a Delaware limited liability company and Manager of Linse Capital Management PR LLC | ||
| By: | /s/ Michael Linse | |
| Michael Linse, Managing Director | ||
| LINSE CAPITAL CP VI GP LP | ||
| By: | Linse Capital Management PR LLC | |
| a Delaware limited liability company and Manager of Linse Capital CP VI GP LP | ||
| By: | Linse Capital LLC | |
| a Delaware limited liability company and Manager of Linse Capital Management PR LLC | ||
| By: | /s/ Michael Linse | |
| Michael Linse, Managing Director | ||
| LINSE CAPITAL MANAGEMENT PR LLC | ||
| By: | Linse Capital LLC | |
| a Delaware limited liability company and Manager of Linse Capital Management PR LLC | ||
| By: | /s/ Michael Linse | |
| Michael Linse, Managing Director | ||
| LINSE CAPITAL LLC | ||
| By: | /s/ Michael Linse | |
| Michael Linse, Managing Director | ||
| CUSIP No. 15961R105 | 13G | Page 17 of 17 Pages |
| /s/ Michael Linse |
| Michael Linse |
Exhibit(s):
99.1: Joint Filing Statement