Marco Terruzzin - 11 Feb 2022 Form 4 Insider Report for Energy Vault Holdings, Inc. (NRGV)

Role: Chief Product Officer
Signature: /s/ Daniel Gunning, Attorney-in-Fact
Issuer symbol: NRGV
Transactions as of: 11 Feb 2022
Net transactions value: $0
Form type: 4
Filing time: 15 Feb 2022, 19:23:38 UTC
Next filing: 08 Jul 2022
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	NRGV	Common Stock	Award		+609,615			609,615	11 Feb 2022	Direct	F1, F2

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

Explanation of Responses:

Id	Content
F1	In connection with the merger described in that certain Business Combination Agreement and Plan of Reorganization, dated as of September 8, 2021, by and among Novus Capital Corporation II, now known as Energy Vault Holdings, Inc. ("Energy Vault Holdings") (the "Issuer"), NCCII Merger Corp. ("Merger Sub"), and Energy Vault, Inc. ("Energy Vault"), pursuant to which Merger Sub merged with and into Energy Vault, with Energy Vault surviving as a wholly-owned subsidiary of the Issuer (the "Merger").
F2	In connection with the Merger, the Reporting Person received shares of Common Stock of Issuer pursuant to a restricted Stock Award (the "RSA") in exchange for, and pursuant to the assumption and conversion of, 90,000 shares of restricted common stock of Energy Vault. The RSA is subject to a risk of forfeiture, which was designed to lapse upon the satisfaction of both a liquidity-event requirement and a service-based requirement. The liquidity event requirement was satisfied upon the closing of the Merger. The risk of forfeiture applicable to the shares subject to the RSA will accordingly lapse or already lapsed upon the satisfaction of the service-based requirement as follows: with respect to 50% of the shares underlying the RSA upon the closing of the Merger, and with respect to 1/48th of the shares underlying the RSA on August 23, 2020 and each month thereafter, subject to the Reporting Person's continuous service with the Issuer through each vesting date.

Content

In connection with the merger described in that certain Business Combination Agreement and Plan of Reorganization, dated as of September 8, 2021, by and among Novus Capital Corporation II, now known as Energy Vault Holdings, Inc. ("Energy Vault Holdings") (the "Issuer"), NCCII Merger Corp. ("Merger Sub"), and Energy Vault, Inc. ("Energy Vault"), pursuant to which Merger Sub merged with and into Energy Vault, with Energy Vault surviving as a wholly-owned subsidiary of the Issuer (the "Merger").

In connection with the Merger, the Reporting Person received shares of Common Stock of Issuer pursuant to a restricted Stock Award (the "RSA") in exchange for, and pursuant to the assumption and conversion of, 90,000 shares of restricted common stock of Energy Vault. The RSA is subject to a risk of forfeiture, which was designed to lapse upon the satisfaction of both a liquidity-event requirement and a service-based requirement. The liquidity event requirement was satisfied upon the closing of the Merger. The risk of forfeiture applicable to the shares subject to the RSA will accordingly lapse or already lapsed upon the satisfaction of the service-based requirement as follows: with respect to 50% of the shares underlying the RSA upon the closing of the Merger, and with respect to 1/48th of the shares underlying the RSA on August 23, 2020 and each month thereafter, subject to the Reporting Person's continuous service with the Issuer through each vesting date.