Gates Frontier, LLC - 16 Jul 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
Issuer symbol
EVLV
Transactions as of
16 Jul 2021
Net transactions value
$0
Form type
3
Filing time
23 Jul 2021, 16:43:49 UTC
Next filing
24 Sep 2021
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding EVLV Class A common stock 15,050,161 16 Jul 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 16 Jul 2021 Class A common stock 1,789,822 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.

Remarks:

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