Heather Goodman - 11 Feb 2022 Form 4 Insider Report for Novus Capital Corp II (NRGV)

Role
Director
Signature
/s/ Heather Goodman
Issuer symbol
NRGV
Transactions as of
11 Feb 2022
Net transactions value
+$2,500,000
Form type
4
Filing time
11 Feb 2022, 16:12:11 UTC
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NRGV Class A Common Stock, $0.0001 par value Award $300,000 +30,000 $10.00 30,000 11 Feb 2022 Direct F1
transaction NRGV Class A Common Stock, $0.0001 par value Award $2,200,000 +220,000 $10.00 220,000 11 Feb 2022 See Footnote F2, F3
transaction NRGV Class A Common Stock, $0.0001 par value Options Exercise $0 +161,285 +538% $0.000000 191,285 11 Feb 2022 Direct F4

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 NRGV Class B Common Stock, $0.0001 par value Disposed to Issuer $0 -130,382 -45% $0.000000 161,285 11 Feb 2022 Class A Common Stock 130,382 $0.000000 Direct F5, F6
transaction NRGV Class B Common Stock, $0.0001 par value Options Exercise $0 -161,285 -100% $0.000000* 0 11 Feb 2022 Class A Common Stock 161,285 $0.000000 Direct F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Heather Goodman is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Represents 30,000 shares of Class A common stock purchased from the issuer by Heather Goodman and Doug Raetz as tenants in common in a private placement transaction for $10.00 per share. In connection with the issuer's business combination with Energy Vault, Inc., the issuer changed its name to Energy Vault Holdings, Inc.
F2 Represents 220,000 shares of Class A common stock purchased from the issuer by True VC LLC - Series 15 in a private placement transaction for $10.00 per share.
F3 The shares are owned directly by True VC LLC - Series 15. Ms. Goodman is a managing member of True VC LLC - Series 15. Ms. Goodman disclaims beneficial ownership of the securities held by True VC LLC - Series 15 except to the extent of her pecuniary interest therein.
F4 Upon the consummation of the issuer's business combination with Energy Vault, Inc. on February 11, 2022, 161,285 shares of Class B common stock owned by Heather Goodman and Doug Raetz as tenants in common automatically converted into an equal number of shares of Class A common stock.
F5 As described in the issuer's registration statement on Form S-4 (File No. 333-260307) under the heading "Description of Securities--Founder Shares," shares of Class B common stock, par value $0.0001 per share, of the issuer automatically convert into shares of Class A common stock, par value $0.0001 per share, of the issuer at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to certain adjustment, and have no expiration date.
F6 Represents the automatic forfeiture of 130,382 shares of Class B common stock for no additional consideration in connection with the closing of the issuer's business combination with Energy Vault, Inc.