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

Role
Founder & Head of Adv. Tech., Director
Signature
/s/ Peter Faubert, Attorney-in-fact for Michael Ellenbogen
Stock symbol
EVLV
Transactions as of
Jul 16, 2021
Transactions value $
$0
Form type
4
Date filed
7/20/2021, 06:06 PM
Next filing
Sep 28, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction EVLV Class A Common Stock Award +2.86M 2.86M Jul 16, 2021 Direct F1
transaction EVLV Class A Common Stock Award +151K 151K Jul 16, 2021 Held by Family Horizon Trust F1
transaction EVLV Class A Common Stock Award +2.26M 2.26M Jul 16, 2021 Held by E Ventures Trust F1

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 +1.7M 1.7M Jul 16, 2021 Class A Common Stock 1.7M $0.24 Direct F1, F2
transaction EVLV Stock Option (Right to Buy) Award +560K 560K Jul 16, 2021 Class A Common Stock 560K $0.42 Direct F1, F3
transaction EVLV Stock Option (Right to Buy) Award +14.2K 14.2K Jul 16, 2021 Class A Common Stock 14.2K $0.42 Direct F1, F4
transaction EVLV Performance Rights Award +613K 613K Jul 16, 2021 Class A Common Stock 613K Direct F1, F5
transaction EVLV Performance Rights Award +18.3K 18.3K Jul 16, 2021 Class A Common Stock 18.3K Held by Family Horizon Trust F1, F5
transaction EVLV Performance Rights Award +273K 273K Jul 16, 2021 Class A Common Stock 273K Held by E Ventures Trust F1, F5
* 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 vests and becomes exercisable as to 25% on January 31, 2018 and vests in 36 equal monthly installments thereafter.
F3 The option vests and becomes exercisable in 24 equal monthly installments commencing on January 1, 2020.
F4 The option vests and becomes exercisable as to 25% on June 3, 2021 and will vest in 36 equal monthly installments thereafter.
F5 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.