QuantumScape Corporation

11/15/2024 | Press release | Distributed by Public on 11/15/2024 16:37

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Singh Jagdeep
2. Issuer Name and Ticker or Trading Symbol
QuantumScape Corp [QS] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O QUANTUMSCAPE CORPORATION, 1730 TECHNOLOGY DRIVE 		3. Date of Earliest Transaction (Month/Day/Year)
11/13/2024
(Street)
SAN JOSE, CA 95110 		4. If Amendment, Date 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
(City) (State) (Zip)
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)
Code V Amount (A) or (D) Price
Class A Common Stock 11/13/2024 M(1)(2) 70,912 A $1.3128 2,661,495 D
Class A Common Stock 11/13/2024 S(1)(2) 70,912 D $5.0471(3) 2,590,583 D
Class A Common Stock 11/13/2024 S(1) 21,277 D $5.0471(3) 5,694,961 I By: Trusts(4)
Class A Common Stock 11/14/2024 M(1)(2) 5,531 A $1.3128 2,596,114 D
Class A Common Stock 11/14/2024 S(1)(2) 5,531 D $5.0085(5) 2,590,583(6) D
Class A Common Stock 11/14/2024 S(1) 1,659 D $5.0085(5) 5,693,302 I By: Trusts(4)
Class A Common Stock 972,978 I By: The Singh Family Trust UDT dated October 3, 1996
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4) 		11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $1.3128 11/13/2024 M(1)(2) 70,912 12/10/2018 08/19/2026 Class A Common Stock 70,912 $ 0 1,274,978 D
Stock Option (Right to Buy) $1.3128 11/14/2024 M(1)(2) 5,531 12/10/2018 08/19/2026 Class A Common Stock 5,531 $ 0 1,269,447 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Singh Jagdeep
C/O QUANTUMSCAPE CORPORATION
1730 TECHNOLOGY DRIVE
SAN JOSE, CA 95110 		X

Signatures

/s /Michael O McCarthy III, attorney-in-fact 11/15/2024
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The exercise and sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 1, 2024.
(2) Exercise and sale of stock options expiring in the next two years.
(3) The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $5.00 to $5.145, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 4.
(4) The Reporting Person's family members are beneficiaries of the trusts. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
(5) The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $5.00 to $5.015, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 4.
(6) Includes 600,000 shares represented by restricted stock units ("RSUs") and performance restricted stock units ("PSUs"). Each RSU/PSU represents the Reporting Person's right to receive one share of Class A Common Stock of the Issuer. The RSUs vest each quarter and the PSUs vest upon achievement of certain performance milestones, in both cases subject to the Reporting Person's continued service as of each vesting date.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.