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

Role
Director
Signature
/s/ Peter Faubert, Attorney-in-fact for Alan Cohen
Stock symbol
EVLV
Transactions as of
Jul 16, 2021
Transactions value $
$0
Form type
4
Date filed
7/20/2021, 06:07 PM
Next filing
Mar 21, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction EVLV Class A Common Stock Award +594K 594K Jul 16, 2021 Held by Cohen Family 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 Performance Rights Award +139K 139K Jul 16, 2021 Class A Common Stock 139K Held by Cohen Family Trust F1, F2
transaction EVLV Stock Option (Right to Buy) Award +163K 163K Jul 16, 2021 Class A Common Stock 163K $0.42 Held by Cohen Family Trust F1, F3
transaction EVLV Stock Option (Right to Buy) Award +224K 224K Jul 16, 2021 Class A Common Stock 224K $0.42 Held by Cohen Family Trust F1, F4
transaction EVLV Stock Option (Right to Buy) Award +192K 192K Jul 16, 2021 Class A Common Stock 192K $0.42 Held by Cohen Family 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 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
F3 The option vests and becomes exercisable as to 25% of the underlying shares on October 1, 2019 and in 36 equal monthly installments thereafter.
F4 The option vests and becomes exercisable as to 25% of the underlying shares on February 1, 2020 and in 36 equal monthly installments thereafter.
F5 The option vests and becomes exercisable as to 25% of the underlying shares on November 19, 2020 and in 36 equal monthly installments thereafter.