Mark J. Sullivan - 16 Jul 2021 Form 4 Insider Report for Evolv Technologies Holdings, Inc. (EVLV)

Role: Director
Signature: /s/ Peter Faubert, Attorney-in-fact for Mark Sullivan
Issuer symbol: EVLV
Transactions as of: 16 Jul 2021
Net transactions value: $0
Form type: 4
Filing time: 20 Jul 2021, 18:04:02 UTC
Next filing: 15 Oct 2021
SEC: View on sec.gov

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
transaction	EVLV	Stock Option (Right to Buy)	Award		+37,784			37,784	16 Jul 2021	Class A Common Stock	37,784	$1.01	Direct	F1, F2
transaction	EVLV	Stock Option (Right to Buy)	Award		+75,567			75,567	16 Jul 2021	Class A Common Stock	75,567	$0.2400	Direct	F1, F3
transaction	EVLV	Stock Option (Right to Buy)	Award		+37,784			37,784	16 Jul 2021	Class A Common Stock	37,784	$0.4200	Direct	F1, F4
transaction	EVLV	Stock Option (Right to Buy)	Award		+167,567			167,567	16 Jul 2021	Class A Common Stock	167,567	$0.4200	Direct	F1, F5
transaction	EVLV	Performance Rights	Award		+36,814			36,814	16 Jul 2021	Class A Common Stock	36,814		Direct	F1, F6

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The Reporting Person acquired 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").
F2	The option is fully vested and exercisable.
F3	The option vests and becomes exercisable as to 25% of the shares on January 25, 2019, and in 36 equal monthly installments thereafter.
F4	The option vests and becomes exercisable as to 25% of the shares on January 1, 2021, and in 36 equal monthly installments thereafter.
F5	The option vests in 48 equal monthly installments and may be exercised as to the vested portions commencing on January 13, 2022.
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.