SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Seelig Jonathan

(Last)

(First)

(Middle)

C/O EVGO INC.

11835 WEST OLYMPIC BOULEVARD, SUITE 900E

(Street)

LOS ANGELES

90064

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/17/2023

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

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	14,257⁽¹⁾⁽²⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Stock Units	⁽¹⁾⁽³⁾	⁽¹⁾⁽³⁾	Class A Common Stock	4,198⁽¹⁾	⁽⁴⁾	D
Restricted Stock Units	⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Class A Common Stock	8,712⁽²⁾	⁽⁴⁾	D

Explanation of Responses:

1. The Reporting Person received a grant of 6,468 restricted stock units ("RSUs") in October 2022, vesting in three equal installments on the first three anniversaries of October 12, 2022, in consideration for the Reporting Person's service as a Board Observer to the Issuer. Subsequently, the Reporting Person tendered his resignation from service as a Board Observer to the Issuer effective as of May 16, 2023, the day prior to the Reporting Person's anticipated election to the Issuer's Board of Directors (the "Board"), and vesting for a portion (2,270) of these RSUs was accelerated effective as of such resignation. The remaining (4,198) RSUs subject to the grant will vest over the original vesting schedule but be deemed to be in consideration for the Reporting Person's service as a member of the Board.

2. The Reporting Person received a grant of 20,699 RSUs in October 2022, vesting in full on the first anniversary of October 12, 2022, in consideration for the Reporting Person's service as a Board Observer to the Issuer. Subsequently, the Reporting Person tendered his resignation from service as a Board Observer to the Issuer effective as of May 16, 2023, the day prior to the Reporting Person's anticipated election to the Board, and vesting for a portion (11,987) of these RSUs was accelerated effective as of such resignation. The remaining (8,712) RSUs subject to the grant will vest in full on the original vesting date but be deemed to be in consideration for the Reporting Person's service as a member of the Board.

3. RSUs awarded under the Issuer's 2021 Long Term Incentive Plan.

4. 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 ("Class A Common Stock").

Remarks:

EXHIBIT LIST: EX-24 Power of Attorney

	/s/ Jonathan Seelig by Chris Nenno, as Attorney-in-Fact	05/22/2023
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.