Linse Capital CP V 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	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/08/2023

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	09/08/2023		S		1,005,328	D	$5.78⁽¹⁾	468,142	I	See footnotes⁽²⁾⁽¹⁷⁾
Common Stock	09/11/2023		J⁽³⁾		3,251,743	D	$0.00	4,223,151	I	See footnotes⁽⁴⁾⁽¹⁷⁾
Common Stock	09/11/2023		J⁽⁵⁾		941,555	D	$0.00	1,222,830	I	See footnotes⁽⁶⁾⁽¹⁷⁾
Common Stock	09/11/2023		J⁽⁷⁾		1,059,389	D	$0.00	1,375,865	I	See footnotes⁽⁸⁾⁽¹⁷⁾
Common Stock	09/11/2023		J⁽⁹⁾		733,207	D	$0.00	952,241	I	See footnotes⁽¹⁰⁾⁽¹⁷⁾
Common Stock	09/11/2023		J⁽¹¹⁾		776,677	D	$0.00	1,008,696	I	See footnotes⁽¹²⁾⁽¹⁷⁾
Common Stock	09/11/2023		J⁽¹³⁾		1,237,429	D	$0.00	1,607,092	I	See footnotes⁽¹⁴⁾⁽¹⁷⁾
Common Stock	09/11/2023		J⁽¹⁵⁾		188,813	D	$0.00	0	I	See footnotes⁽¹⁶⁾⁽¹⁷⁾
Common Stock	09/11/2023		S		468,142	D	$5.68⁽¹⁸⁾	2,337,619	I	See footnotes⁽²⁾⁽¹⁷⁾

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. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $5.67 to $6.00, inclusive. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, the issuer or any security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price.

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

3. On September 11, 2023, 3,251,743 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, 1,079,311 shares of Common Stock were received by Linse Capital LLC.

4. 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.

5. On September 11, 2023, 941,555 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, 867,184 shares of Common Stock were received by Linse Capital LLC.

6. 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.

7. On September 11, 2023, 1,059,389 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, 161,545 shares of Common Stock were received by Linse Capital LLC.

8. 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.

9. On September 11, 2023, 733,207 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, 105,308 shares of Common Stock were received by Linse Capital LLC.

10. 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.

11. On September 11, 2023, 776,677 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, 25,202 shares of Common Stock were received by Linse Capital LLC and 9,674 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.

12. 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.

13. On September 11, 2023, 1,237,429 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, 188,813 shares of Common Stock were received by Linse Capital CP VI GP LP ("Linse GP VI").

14. 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.

15. On September 11, 2023, 188,813 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, 99,070 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, 2,337,619 shares of Common Stock were received by Linse Capital LLC and 9,674 shares of Common Stock were received by Levitate Capital.

16. 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.

17. 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.

18. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $5.47 to $5.84, inclusive. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, the issuer or any security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price.

Remarks:

	/s/ Michael Linse	09/11/2023
	/s/ Michael Linse, as Managing Director of Linse Capital LLC	09/11/2023
	/s/ Michael Linse, as Managing Director of Linse Capital LLC, in its capacity as the Manager of Linse Capital CP, LLC	09/11/2023
	/s/ Michael Linse, as Managing Director of Linse Capital LLC, in its capacity as the Manager of Linse Capital CP II, LLC	09/11/2023
	/s/ Michael Linse, as Managing Director of Linse Capital LLC, in its capacity as the Manager of Linse Capital CP III, LLC	09/11/2023
	/s/ Michael Linse, as Managing Director of Linse Capital LLC, in its capacity as the Manager of Linse Capital CP IV, LLC	09/11/2023
	/s/ Michael Linse, as Managing Director of Linse Capital LLC, in its capacity as the Manager of Linse Capital CP V, LLC	09/11/2023
	/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	09/11/2023
	** Signature of Reporting Person	Date
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Linse Capital CP V Form 4ChargePoint / Michael Linse ownership change