Gates Frontier, LLC - Jul 16, 2021 Form 3 Insider Report for Evolv Technologies Holdings, Inc. (EVLV)

Role: 10%+ Owner
Signature: Gates Frontier, LLC By: /s/ Alan Heuberger, Attorney-in-fact for Michael Larson, Manager
Stock symbol: EVLV
Transactions as of: Jul 16, 2021
Transactions value $: $0
Form type: 3
Date filed: 7/23/2021, 04:43 PM
Next filing: Sep 24, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	EVLV	Class A common stock						15.1M	Jul 16, 2021	Direct	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
holding	EVLV	Performance rights							Jul 16, 2021	Class A common stock	1.79M		Direct	F1, F2

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

Explanation of Responses:

Id	Content
F1	Gates Frontier, LLC ("GF") acquired the issuer's securities on July 16, 2021 as consideration and in exchange for GF'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. 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 ("Common Stock"). Pursuant to an "Earn Out" provision in the Merger Agreement, the performance rights vest upon the issuer's Common Stock achieving a specified price per share as follows: (i) 1/3 of the shares will be issued if the closing sale price of 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 will be issued if the closing sale price of 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 will be issued if the closing sale price of 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.

Content

Gates Frontier, LLC ("GF") acquired the issuer's securities on July 16, 2021 as consideration and in exchange for GF'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. 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").

Each performance right represents a contingent right to receive one share of the issuer's Class A common stock ("Common Stock"). Pursuant to an "Earn Out" provision in the Merger Agreement, the performance rights vest upon the issuer's Common Stock achieving a specified price per share as follows: (i) 1/3 of the shares will be issued if the closing sale price of 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 will be issued if the closing sale price of 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 will be issued if the closing sale price of 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.

Remarks:

Exhibit 24.1 - Power of Attorney (Gates Frontier, LLC); Exhibit 24.2 - Power of Attorney (William H. Gates III)