SEC FORM 4

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^*

Khan Badar

(Last)

(First)

(Middle)

C/O EVGO INC.

11835 WEST OLYMPIC BOULEVARD, SUITE 900E

(Street)

LOS ANGELES

90064

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
EVgo Inc. [ EVGO ]

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)
05/18/2023

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

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

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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)
Class A Common Stock	05/18/2023		M		17,094	A	⁽¹⁾	17,094	D
Class A Common Stock	05/18/2023		M		1,780	A	⁽¹⁾	18,874	D

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)
Restricted Stock Units	⁽¹⁾	05/18/2023		M			17,094	⁽²⁾	⁽²⁾	Class A Common Stock	17,094	$0.00	5,342	D
Restricted Stock Units	⁽¹⁾	05/18/2023		M			1,780	⁽³⁾	⁽³⁾	Class A Common Stock	1,780	$0.00	3,562	D
Restricted Stock Units	⁽¹⁾	05/18/2023		A		29,575		⁽⁴⁾	⁽⁴⁾	Class A Common Stock	29,575	$0.00	33,137	D

Explanation of Responses:

1. Restricted stock units ("RSUs") awarded under the Issuer's 2021 Long Term Incentive Plan. Each RSU represents the contingent right to receive, upon vesting of the RSU, one share of the Issuer's Class A common stock, $0.0001 par value ("Common Stock").

2. RSUs awarded to the Reporting Person on June 9, 2022, which vested in full on May 18, 2023.

3. RSUs awarded to the Reporting Person on June 9, 2022. The RSUs vest in three equal annual installments on each of the first three anniversaries of May 18, 2022, subject to the Reporting Person's continued service as a Director through each such vesting date.

4. RSUs awarded to the Reporting Person on May 18, 2023. The RSUs will vest in full on the first anniversary of May 18, 2023, subject to the Reporting Person's continued service as a Director through such vesting date.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Badar Khan by Chris Nenno, as Attorney-in-Fact	05/18/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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