Linse Capital CP II Form 4 ChargePoint / Michael Linse ownership change

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^*

Linse Michael

(Last)

(First)

(Middle)

53 CALLE PALMERAS, SUITE 601

(Street)

SAN JUAN

00901

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

3. Date of Earliest Transaction (Month/Day/Year)
06/13/2023

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

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

	Form filed by One Reporting Person
X	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	06/13/2023		J⁽¹⁾		1,625,873	D	$0.00	7,474,894	I	See footnotes⁽²⁾⁽¹⁵⁾
Common Stock	06/13/2023		J⁽³⁾		470,777	D	$0.00	2,164,385	I	See footnotes⁽⁴⁾⁽¹⁵⁾
Common Stock	06/13/2023		J⁽⁵⁾		529,694	D	$0.00	2,435,254	I	See footnotes⁽⁶⁾⁽¹⁵⁾
Common Stock	06/13/2023		J⁽⁷⁾		366,604	D	$0.00	1,685,448	I	See footnotes⁽⁸⁾⁽¹⁵⁾
Common Stock	06/13/2023		J⁽⁹⁾		388,338	D	$0.00	1,785,373	I	See footnotes⁽¹⁰⁾⁽¹⁵⁾
Common Stock	06/13/2023		J⁽¹¹⁾		618,714	D	$0.00	2,844,521	I	See footnotes⁽¹²⁾⁽¹⁵⁾
Common Stock	06/13/2023		J⁽¹³⁾		94,407	D	$0.00	0	I	See footnotes⁽¹⁴⁾⁽¹⁵⁾

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)

1. Name and Address of Reporting Person^*

Linse Michael

(Last)

(First)

(Middle)

53 CALLE PALMERAS, SUITE 601

(Street)

SAN JUAN

00901

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Linse Capital CP VI LLC

(Last)

(First)

(Middle)

200 S. VIRGINIA, 8TH FLOOR, PMB

# 1346127

(Street)

RENO

89501

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Linse Capital LLC

(Last)

(First)

(Middle)

53 CALLE PALMERAS, SUITE 601

(Street)

SAN JUAN

00901

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Linse Capital CP, LLC

(Last)

(First)

(Middle)

53 CALLE PALMERAS, SUITE 601

(Street)

SAN JUAN

00901

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Linse Capital CP II LLC

(Last)

(First)

(Middle)

53 CALLE PALMERAS, SUITE 601

(Street)

SAN JUAN

00901

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Linse Capital CP III, LLC

(Last)

(First)

(Middle)

53 CALLE PALMERAS, SUITE 601

(Street)

SAN JUAN

00901

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Linse Capital CP IV, LLC

(Last)

(First)

(Middle)

53 CALLE PALMERAS, SUITE 601

(Street)

SAN JUAN

00901

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Linse Capital CP V, LLC

(Last)

(First)

(Middle)

53 CALLE PALMERAS, SUITE 601

(Street)

SAN JUAN

00901

(City)

(State)

(Zip)

Explanation of Responses:

1. On June 13, 2023, 1,625,873 shares of Common Stock held by Linse Capital CP, LLC ("Linse I") were distributed to the members and managers of Linse I. Of such distributed shares, 1,449,686 shares of Common Stock were received by Linse Capital LLC.

2. Consists of securities held directly by Linse I. Mr. Linse is the managing director of Linse Capital LLC, which is the manager of Linse I. Mr. Linse has voting and investment power over the shares held by Linse I.

3. On June 13, 2023, 470,777 shares of Common Stock held by Linse Capital CP II, LLC ("Linse II") were distributed to the members and managers of Linse II. Of such distributed shares, 452,706 shares of Common Stock were received by Linse Capital LLC.

4. Consists of securities held directly by Linse II. Mr. Linse is the managing director of Linse Capital LLC, which is the manager of Linse II. Mr. Linse has voting and investment power over the shares held by Linse II.

5. On June 13, 2023, 529,694 shares of Common Stock held by Linse Capital CP III, LLC ("Linse III") were distributed to the members and managers of Linse III. Of such distributed shares, 80,771 shares of Common Stock were received by Linse Capital LLC.

6. Consists of securities held directly by Linse III. Mr. Linse is the managing director of Linse Capital LLC, which is the manager of Linse III. Mr. Linse has voting and investment power over the shares held by Linse III.

7. On June 13, 2023, 366,604 shares of Common Stock held by Linse Capital CP IV, LLC ("Linse IV") were distributed to the members and managers of Linse IV. Of such distributed shares, 52,655 shares of Common Stock were received by Linse Capital LLC.

8. Consists of securities held directly by Linse IV. Mr. Linse is the managing director of Linse Capital LLC, which is the manager of Linse IV. Mr. Linse has voting and investment power over the shares held by Linse IV.

9. On June 13, 2023, 388,338 shares of Common Stock held by Linse Capital CP V, LLC ("Linse V") were distributed to the members and managers of Linse V. Of such distributed shares, 12,603 shares of Common Stock were received by Linse Capital LLC and 4,837 shares of Common Stock were received by Levitate Capital, LP ("Levitate Capital"). Mr. Linse has voting and investment power over the shares held by Levitate Capital.

10. Consists of securities held directly by Linse V. Mr. Linse is the managing director of Linse Capital LLC, which is the manager of Linse V. Mr. Linse has voting and investment power over the shares held by Linse V.

11. On June 13, 2023, 618,714 shares of Common Stock held by Linse Capital CP VI, LLC ("Linse VI") were distributed to the members and managers of Linse VI. Of such distributed shares, 94,407 shares of Common Stock were received by Linse Capital CP VI GP LP ("Linse GP VI").

12. Consists of securities held directly by Linse VI. Linse GP VI is the manager of Linse VI, and Linse Capital Management PR LLC ("LCMPR") is the general partner of Linse GP VI. Mr. Linse is the managing director of Linse Capital LLC, which is the manager of LCMPR. Mr. Linse has voting and investment power over the shares held by Linse VI.

13. On June 13, 2023, 94,407 shares of Common Stock held by Linse GP VI were distributed to the limited partners and general partners of Linse GP VI. Of such distributed shares, 49,536 shares of Common Stock were received by Linse Capital LLC. As a result of such distribution by Linse GP VI, and those distributions made by Linse I, Linse II, Linse III, Linse IV, Linse V and Linse VI, 2,097,957 shares of Common Stock were received by Linse Capital LLC and 4,837 shares of Common Stock were received by Levitate Capital.

14. Consists of securities held by Linse GP VI. LCMPR is the general partner of Linse GP VI. Mr. Linse is the managing director of Linse Capital LLC, which is the manager of LCMPR. Mr. Linse has voting and investment power over the shares held by Linse GP VI. As a result of such distribution, Linse Capital LLC is now the record owner of 18,389,875 shares of Common Stock.

15. Each of the Reporting Persons disclaims beneficial ownership of the securities in this report except to the extent of any pecuniary interest therein, and the filing of this report or the inclusion of the securities in this report shall not be deemed an admission that any of the Reporting Persons is the beneficial owner of the reported securities for purposes of Section 16 or for any other purpose.

Remarks:

	/s/ Michael Linse	06/15/2023
	/s/ Michael Linse, as Managing Director of Linse Capital LLC	06/15/2023
	/s/ Michael Linse, as Managing Director of Linse Capital LLC, in its capacity as the Manager of Linse Capital CP, LLC	06/15/2023
	/s/ Michael Linse, as Managing Director of Linse Capital LLC, in its capacity as the Manager of Linse Capital CP II, LLC	06/15/2023
	/s/ Michael Linse, as Managing Director of Linse Capital LLC, in its capacity as the Manager of Linse Capital CP III, LLC	06/15/2023
	s/ Michael Linse, as Managing Director of Linse Capital LLC, in its capacity as the Manager of Linse Capital CP IV, LLC	06/15/2023
	/s/ Michael Linse, as Managing Director of Linse Capital LLC, in its capacity as the Manager of Linse Capital CP V, LLC	06/15/2023
	/s/Michael Linse, as Managing Director of Linse Capital LLC, in its capacity as the Manager of Linse Capital Management PR LLC, in its capacity as the General Partner of Linse Capital CP VI GP LP, in its capacity as the Manager of Linse Capital CP VI LLC	06/15/2023
	** Signature of Reporting Person	Date
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Linse Capital CP II Form 4ChargePoint / Michael Linse ownership change