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

Role
Director
Signature
/s/ Peter Faubert, Attorney-in-fact for Mark Sullivan
Stock symbol
EVLV
Transactions as of
Jul 16, 2021
Transactions value $
$0
Form type
4
Date filed
7/20/2021, 06:04 PM
Next filing
Oct 15, 2021

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 +37.8K 37.8K Jul 16, 2021 Class A Common Stock 37.8K $1.01 Direct F1, F2
transaction EVLV Stock Option (Right to Buy) Award +75.6K 75.6K Jul 16, 2021 Class A Common Stock 75.6K $0.24 Direct F1, F3
transaction EVLV Stock Option (Right to Buy) Award +37.8K 37.8K Jul 16, 2021 Class A Common Stock 37.8K $0.42 Direct F1, F4
transaction EVLV Stock Option (Right to Buy) Award +168K 168K Jul 16, 2021 Class A Common Stock 168K $0.42 Direct F1, F5
transaction EVLV Performance Rights Award +36.8K 36.8K Jul 16, 2021 Class A Common Stock 36.8K 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.