Peter R. Faubert - Jul 16, 2021 Form 4 Insider Report for Evolv Technologies Holdings, Inc. (EVLV)

Role: Chief Financial Officer
Signature: /s/ Peter Faubert
Stock symbol: EVLV
Transactions as of: Jul 16, 2021
Transactions value $: $0
Form type: 4
Date filed: 7/20/2021, 06:14 PM
Previous filing: Jul 2, 2021
Next filing: Sep 28, 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		+1.23M			1.23M	Jul 16, 2021	Class A Common Stock	1.23M	$0.42	Direct	F1, F2
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, F3
transaction	EVLV	Performance Rights	Award		+144K			144K	Jul 16, 2021	Class A Common Stock	144K		Direct	F1, F4

* 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. ("OldEvolv") 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% of the shares on October 14, 2020 and in 36 equal monthly installments thereafter.
F3	The option vests and becomes exercisable as to 25% of the shares on June 3, 2021 and in 36 equal monthly installments thereafter.
F4	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.