Sec Form 13G Filing - Khosla Ventures III L.P. filing for QuantumScape Corp (QS) - 2021-02-12

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 the disclosures provided in a prior cover page.

  NAMES OF REPORTING PERSONS

  Khosla Ventures III, L.P.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒ (1)

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware, United States of America

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  35,440,404(2)

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  35,440,404 (2)

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  35,440,404 (2)

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  14.9% (3)

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  PN

This statement on Schedule 13G is filed by Khosla Ventures III, L.P. (“KV III”), Khosla Ventures Associates III, LLC (“KVA III”), VK Services, LLC (“VK Services”) and Vinod Khosla (“Khosla,” together with KV III, KVA III and VK Services collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

All of the shares of Class A Common Stock and Class B Common Stock are owned by KV III, of which KVA III is the general partner. Khosla is the managing member of VK Services, which is the manager of KVA III. As such, each of KVA III, VK Services and Khosla possesses power to direct the voting and disposition of the shares owned by KV III, and each of KVA III, VK Services and Khosla may be deemed to have indirect beneficial ownership of such shares.

The percentages set forth on the cover sheets assume the conversion of all such Reporting Person’s Class B Common Stock into Class A Common Stock and are calculated based on 207,696,594 shares of Class A Common Stock and 156,263,710 Class B Common Stock outstanding as of December 23, 2020 as set forth in the Issuer’s Rule 424(b)(3) prospectus as filed with the Securities and Exchange Commission on December 31, 2020 (the “Prospectus”).

  NAMES OF REPORTING PERSONS

  Khosla Ventures Associates III, LLC

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒ (1)

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware, United States of America

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  35,440,404 (2)

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  35,440,404 (2)

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  35,440,404 (2)

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  14.9%(3)

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  OO

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.

All of the shares beneficially owned by KVA III are comprised of Class A and Class B Common Stock held by KV III, of which KVA III is the general partner. Khosla is the managing member of VK Services, which is the manager of KVA III. As such, each of KVA III, VK Services and Khosla possesses power to direct the voting and disposition of the shares owned by KV III, and each of KVA III, VK Services and Khosla may be deemed to have indirect beneficial ownership of such shares. KVA III holds no shares of the Issuer directly.

The percentages set forth on the cover sheets assume the conversion of all such Reporting Person’s Class B Common Stock into Class A Common Stock and are calculated based on 207,696,594 shares of Class A Common Stock and 156,263,710 Class B Common Stock outstanding as of December 23, 2020 as set forth in the Prospectus.

  NAMES OF REPORTING PERSONS

  VK Services, LLC

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒ (1)

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware, United States of America

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  35,440,404 (2)

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  35,440,404 (2)

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  35,440,404 (2)

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  14.9%(3)

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  OO

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.

All of the shares beneficially owned by VK Services are comprised of Class A and Class B Common Stock held by KV III, of which KVA III is the general partner. Khosla is the managing member of VK Services, which is the manager of KVA III. As such, each of KVA III, VK Services and Khosla possesses power to direct the voting and disposition of the shares owned by KV III, and each of KVA III, VK Services and Khosla may be deemed to have indirect beneficial ownership of such shares. VK Services holds no shares of the Issuer directly.

The percentages set forth on the cover sheets assume the conversion of all such Reporting Person’s Class B Common Stock into Class A Common Stock and are calculated based on 207,696,594 shares of Class A Common Stock and 156,263,710 Class B Common Stock outstanding as of December 23, 2020 as set forth in the Prospectus.

  NAMES OF REPORTING PERSONS

  Vinod Khosla

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)   ☒ (1)

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  United States of America

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  35,440,404 (2)

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  35,440,404 (2)

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  35,440,404 (2)

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  14.9% (3)

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  IN

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.

All of the shares beneficially owned by Khosla are comprised of Class A and Class B Common Stock held by KV III, of which KVA III is the general partner. Khosla is the managing member of VK Services, which is the manager of KVA III. As such, each of KVA III, VK Services and Khosla possesses power to direct the voting and disposition of the shares owned by KV III, and each of KVA III, VK Services and Khosla may be deemed to have indirect beneficial ownership of such shares. Khosla holds no shares of the Issuer directly.

The percentages set forth on the cover sheets assume the conversion of all such Reporting Person’s Class B Common Stock into Class A Common Stock and are calculated based on 207,696,594 shares of Class A Common Stock and 156,263,710 Class B Common Stock outstanding as of December 23, 2020 as set forth in the Prospectus.

Name of Issuer:

Address of Issuer’s Principal Executive Officers:

Name of Person(s) Filing:

Address of Principal Business Office:

Citizenship:

Title of Class of Securities:

CUSIP Number:

If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

Amount Beneficially Owned: 35,440,404

Percent of Class: 14.9%

Number of shares as to which such persons have:

Shares Held

Directly

KV III(2)

KVA III (2)

VK Services (2)

Khosla (2)

Represents the number of shares of Class A Common Stock and the number of shares of Class A Common Stock issuable upon exercise of options, warrants and other convertible securities (including Class B Common Stock) that are exercisable within 60 days of the date of this statement on Schedule 13G (“Securities”) currently beneficially owned by the Reporting Persons.

Khosla is the managing member of VK Services, which serves as the manager of KVA III, which serves as the general partner of KV III. As such, each of KVA III, VK Services and Khosla possesses power to direct the voting and disposition of the Securities owned by KV III, and each of KVA III, VK Services and Khosla may be deemed to have indirect beneficial ownership of such Securities. KVA III, VK Services, and Khosla hold no Securities of the Issuer directly.

The percentages set forth above assume the conversion of all such Reporting Person’s Class B Common Stock into Class A Common Stock and are calculated based on 207,696,594 shares of Class A Common Stock and 156,263,710 Class B Common Stock outstanding as of December 23, 2020 as set forth in the Prospectus.

Ownership of Five Percent or Less of a Class:

Ownership of More Than Five Percent on Behalf of Another Person:

Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:

Identification and Classification of Members of the Group:

Notice of Dissolution of Group:

Certification:

a Delaware limited liability company and

general partner of Khosla Ventures III, LP

/s/ Vinod Khosla

/s/ Vinod Khosla

/s/ Vinod Khosla

/s/ Vinod Khosla