Sec Form 13G Filing - HITE Hedge Asset Management LLC filing for ChargePoint Holdings Inc. (CHPT) - 2020-02-13

Switchback Energy Acquisition Corporation

(Name of Issuer)

Class A Common Stock, par value $0.0001

(Title of Class of Securities)

87105M102

(CUSIP Number)

December 31, 2019

(Date of Event Which Requires Filing of this Statement)

	[X]	Rule 13d-1(b)
	[   ]	Rule 13d-1(c)
	[   ]	Rule 13d-1(d)

CUSIP No. 87105M102
1	NAME OF REPORTING PERSONS HITE Hedge Asset Management LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ☒ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 2,000,000*
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 2,000,000*
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,000,000*
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES		☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.4%**
12	TYPE OF REPORTING PERSON IA

CUSIP No. 87105M102
1	NAME OF REPORTING PERSONS James M. Jampel
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ☒ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 2,000,000*
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 2,000,000*
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,000,000*
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES		☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.4%**
12	TYPE OF REPORTING PERSON IN

CUSIP No. 87105M102
1	NAME OF REPORTING PERSONS HITE Hedge LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ☒ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 297,407
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 297,407
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 297,407
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES		☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.9%*
12	TYPE OF REPORTING PERSON PN

CUSIP No. 87105M102
1	NAME OF REPORTING PERSONS HITE MLP LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ☒ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 85,313
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 85,313
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 85,313
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES		☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.3%*
12	TYPE OF REPORTING PERSON PN

CUSIP No. 87105M102
1	NAME OF REPORTING PERSONS HITE Hedge QP LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ☒ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 360,064
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 360,064
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 360,064
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES		☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.1%*
12	TYPE OF REPORTING PERSON PN

CUSIP No. 87105M102
1	NAME OF REPORTING PERSONS HITE MLP Advantage LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ☒ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 54,893
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 54,893
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 54,893
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES		☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.2%*
12	TYPE OF REPORTING PERSON PN

CUSIP No. 87105M102
1	NAME OF REPORTING PERSONS HITE Energy LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ☒ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 98,225
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 98,225
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 98,225
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES		☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.3%*
12	TYPE OF REPORTING PERSON PN

CUSIP No. 87105M102
1	NAME OF REPORTING PERSONS HITE Hedge Offshore Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ☒ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 1,104,098
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 1,104,098
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,104,098
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES		☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.5%*
12	TYPE OF REPORTING PERSON CO

Item 1(a).	Name of Issuer:
	Switchback Energy Acquisition Corporation
Item 1(b).	Address of Issuer’s Principal Executive Offices:
	5949 Sherry Lane, Suite 1010
	Dallas, TX
Item 2(a).	Name of Person Filing:
	This Schedule 13G is filed by:
	HITE Hedge Asset Management LLC
	James M. Jampel
	HITE Hedge LP
	HITE MLP LP
	HITE Hedge QP LP
	HITE MLP Advantage LP
	HITE Energy LP
	HITE Hedge Offshore Ltd.
Item 2(b).	Address of Principal Business Office or, if None, Residence:
	The address of the principal business office of each Reporting Person is:
	300 Crown Colony Drive
	Suite 108
	Quincy, MA 02169
Item 2(c).	Citizenship:
	HITE Hedge Asset Management LLC is a Delaware limited liability company
	James M. Jampel is a citizen of the United States
	HITE Hedge LP is a Delaware limited partnership
	HITE MLP LP is a Delaware limited partnership
	HITE Hedge QP LP is a Delaware limited partnership
	HITE MLP Advantage LP is a Delaware limited partnership
	HITE Energy LP is a Delaware limited partnership
	HITE Hedge Offshore Ltd. is a Cayman Islands exempted company
Item 2(d).	Title of Class of Securities:
	Class A Common Stock, par value $0.0001 (the “Common Stock”)
Item 2(e).	CUSIP Number:
	87105M102
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:

	(a)	☐	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
	(b)	☐	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

	(c)	☐	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
	(d)	☐	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
	(e)	☐	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
	(f)	☐	An employee benefit plan or endowment fund in accordance with § 240.13d‑1(b)(1)(ii)(F);
	(g)	☐	A parent holding company or control person in accordance with § 240.13d‑1(b)(1)(ii)(G);
	(h)	☐	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
	(i)	☐	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
	(j)	☐	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
	(k)	☒	Group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution.

Item 4.	Ownership.
	(a)	Amount beneficially owned:
		HITE Hedge Asset Management LLC: 2,000,000 shares
		James M. Jampel: 2,000,000 shares
		HITE Hedge LP: 297,407 shares
		HITE MLP LP: 85,313 shares
		HITE Hedge QP LP: 360,064 shares
		HITE MLP Advantage LP: 54,893 shares
		HITE Energy LP: 98,225 shares
		HITE Hedge Offshore Ltd.: 1,104,098 shares
		This amount consists of shares of Common Stock included in units held by HITE Hedge LP, HITE MLP LP, HITE Hedge QP LP, HITE MLP Advantage LP, HITE Energy LP, and HITE Hedge Offshore Ltd., for all of which HITE Hedge Asset Management LLC is the investment adviser. Such units also include warrants to acquire additional shares of Common Stock, none of which warrants were exercisable within sixty days of December 31, 2019.
	(b)	Percent of class:
		HITE Hedge Asset Management LLC: 6.4%
		James M. Jampel: 6.4%
		HITE Hedge LP: 0.9%
		HITE MLP LP: 0.3%
		HITE Hedge QP LP: 1.1%
		HITE MLP Advantage LP: 0.2%
		HITE Energy LP: 0.3%
		HITE Hedge Offshore Ltd.: 3.5%

The percentage ownership is based upon 31,411,763 shares of Common Stock issued and outstanding as of November 14, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on November 14, 2019.

(c)

Number of shares as to which the person has:

	(i)		Sole power to vote or to direct the vote: 0
	(ii)		Shared power to vote or to direct the vote:
			HITE Hedge Asset Management LLC: 2,000,000 shares
			James M. Jampel: 2,000,000 shares
			HITE Hedge LP: 297,407 shares
			HITE MLP LP: 85,313 shares
			HITE Hedge QP LP: 360,064 shares
			HITE MLP Advantage LP: 54,893 shares
			HITE Energy LP: 98,225 shares
			HITE Hedge Offshore Ltd.: 1,104,098 shares
	(iii)		Sole power to dispose or to direct the disposition of: 0
	(iv)		Shared power to dispose or to direct the disposition of:
			HITE Hedge Asset Management LLC: 2,000,000 shares
			James M. Jampel: 2,000,000 shares
			HITE Hedge LP: 297,407 shares
			HITE MLP LP: 85,313 shares
			HITE Hedge QP LP: 360,064 shares
			HITE MLP Advantage LP: 54,893 shares
			HITE Energy LP: 98,225 shares
			HITE Hedge Offshore Ltd.: 1,104,098 shares

Mr. Jampel disclaims beneficial ownership of the securities.

Item 5.	Ownership of Five Percent or Less of a Class.
	Not applicable.
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.
Item 8.	Identification and Classification of Members of the Group.
	For a list of the members of the group filing this Schedule 13G, refer to Exhibit A hereto.

Item 9.	Notice of Dissolution of Group.
	Not applicable.
Item 10.	Certifications.
	By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

Exhibit No.	Description
A	Group Members
B	Joint Filing Agreement