Item 5. Other Information
Item 5. Other Information
During the three months ended June 30, 2024, the following Section 16 officers adopted, modified or terminated a “Rule 10b5-1 trading arrangement” (as defined in Item 408 of Regulation S-K of the Exchange Act):
● On May 14, 2024 , Badar Khan , the Company’s Chief Executive Officer , terminated a 10b5-1 trading plan that he had previously adopted on December 21, 2023 . Mr. Khan’s former plan provided for the sale of up to 246,596 shares of the Company’s Class A Common Stock from May 2024 through November 2024.
● On June 10, 2024 , Mr. Khan entered into a 10b5-1 trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act that provides for the sale of up to 595,713 shares of the Company’s Class A common stock between November 2024 and November 2025 (or such earlier time as provided pursuant to the terms of the trading plan). The first possible trade date under the plan is in November 2024.
● On May 30, 2024 , Stephanie Lee , who currently serves as the Company’s Interim Chief Financial Officer , entered into a 10b5-1 trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act that provides for the sale of up to 61,088 shares of the Company’s Class A common stock between July 2024 and July 2025 (or such earlier time as provided pursuant to the terms of the trading plan). The first trade under the plan occurred in July 2024.
There were no “ non-Rule 10b5-1 trading arrangements” (as defined in Item 408 of Regulation S-K of the Exchange Act) adopted, modified or terminated during the three months ended June 30, 2024 by any of the Company’s Section 16 officers or directors. Each of the existing Rule 10b5-1 trading arrangements of the Company’s Section 16 officers are in compliance with the Company’s Insider Trading Policy, and any actual sale transactions made pursuant to such trading arrangements were disclosed publicly in Section 16 filings with the SEC in accordance with applicable securities laws, rules and regulations.
Item 6. Exhibits
See Exhibit Index.
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EXHIBIT INDEX
Exhibit
No.
Description
3.1
Third Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 22, 2023).
3.2
Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 8, 2022).
4.1
Specimen Class A Common Stock Certificate (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-1 (Registration No. 333-248718), filed with the Securities and Exchange Commission on September 10, 2020).
4.2
Specimen Warrant Certificate (incorporated by reference to Exhibit 4.4 to the Company’s Registration Statement on Form S-1 (Registration No. 333-248718), filed with the Securities and Exchange Commission on September 10, 2020).
4.3
Warrant Agreement, dated September 29, 2020, between the Company and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on October 5, 2020).
10.1††
Offer Letter Agreement, dated November 3, 2022, between EVgo Services LLC and Stephanie Lee (incorporated by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 8, 2023).
31.1*
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1†
Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS
XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH*
XBRL Taxonomy Extension Schema Document
101.CAL*
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*
XBRL Taxonomy Extension Label Linkbase Document
101.PRE*
XBRL Taxonomy Extension Presentation Linkbase Document
104
Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)
*
Filed herewith.
†
Furnished herewith.
††
Indicates a management contract or compensatory plan, contract or arrangement.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
August 1, 2024
EVgo Inc.
Date:
August 1, 2024
By:
/s/ Badar Khan
Name:
Badar Khan
Title:
Chief Executive Officer
(Principal Executive Officer)
Date:
August 1, 2024
By:
/s/ Stephanie Lee
Name:
Stephanie Lee
Title:
Interim Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
56
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.