Finback Evolv, LLC - Jul 16, 2021 Form 3 Insider Report for Evolv Technologies Holdings, Inc. (EVLV)

Role
10%+ Owner
Signature
Finback Evolv, LLC by /s/ George Huber, Manager
Stock symbol
EVLV
Transactions as of
Jul 16, 2021
Transactions value $
$0
Form type
3
Date filed
7/26/2021, 03:37 PM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding EVLV Class A Common Stock 11.2M Jul 16, 2021 See Footnote F1, F3
holding EVLV Class A Common Stock 126K Jul 16, 2021 See Footnote F2, F4
holding EVLV Class A Common Stock 1.71M Jul 16, 2021 See Footnote F2, F5

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding EVLV Performance Rights Jul 16, 2021 Class A Common Stock 1.35M See Footnote F3, F6
holding EVLV Performance Rights Jul 16, 2021 Class A Common Stock 296K See Footnote F4, F6
holding EVLV Performance Rights Jul 16, 2021 Class A Common Stock 164K See Footnote F5, F6
holding EVLV Class A Common Warrant Jul 16, 2021 Class A Common Stock 2.42M $0.42 See Footnote F4, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The Reporting Person acquired a portion of these securities on July 16, 2021 as consideration and in exchange for the Reporting Person's holdings in Evolv Technologies, Inc. ("Old Evolv") pursuant to an Agreement and Plan of Merger dated March 5, 2021, by and among Old Evolv, NewHold Investments Corp. (the predecessor to Issuer) and NHIC Sub Inc., as amended by that certain First Amendment to Agreement and Plan of Merger dated June 5, 2021 (as so amended, the "Merger Agreement") and the other portion of these securities on July 16, 2021, pursuant to that certain Noteholders Consent dated June 21, 2021, by and among the noteholders identified therein, NewHold Investments Corp. and Old Evolv, entered into in connection with the Merger Agreement.
F2 The Reporting Person acquired these securities on July 16, 2021 as consideration and in exchange for the Reporting Person's holdings in Old Evolv pursuant to the Merger Agreement.
F3 These securities are held directly by Finback Evolv, LLC.
F4 These securities are held directly by Finback Evolv OBH, LLC.
F5 These securities are held directly by Finback Evolv II, LLC.
F6 Each performance right represents a contingent right to receive one share of the Issuer's Class A common stock. Pursuant to an "Earn Out" provision in the Merger Agreement, the performance rights vest upon the Issuer's Class A Common stock achieving a specified price per share as follows: (i) 1/3 of the shares shall be issued if the closing sale price of Class A common stock equals or exceeds $12.50 per share for any period of 20 trading days out of 30 consecutive trading days prior to March 5, 2026; (ii) 1/3 of the shares shall be issued if the closing sale price of Class A common stock equals or exceeds $15.00 per share for any period of 20 trading days out of 30 consecutive trading days prior to March 5, 2026; and (iii) 1/3 of the shares shall be issued if the closing sale price of Class A common stock equals or exceeds $17.50 per share for any period of 20 trading days out of 30 consecutive trading days prior to March 5, 2026.
F7 Portions of the shares underlying the Class A Warrant shall vest based on certain sale and business performance metrics.