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

Role: CIO, VP of Software Enablement
Signature: /s/ Daniel Gunning, Attorney-in-Fact
Stock symbol: NRGV
Transactions as of: Feb 11, 2022
Transactions value $: $0
Form type: 4
Date filed: 2/15/2022, 07:24 PM
Next filing: Aug 2, 2022

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	Restricted Stock Units	Award	$0	+135K		$0.00	135K	Feb 11, 2022	Common Stock	135K		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 restricted stock units ("RSUs") in Issuer in exchange for, and pursuant to the assumption and conversion of, 20,000 restricted stock units of Energy Vault. Subject to the satisfaction of both a liquidity event requirement and service-based requirement, each RSU represents the contingent right to receive one share of the Issuer's Common Stock. The liquidity event requirement was satisfied upon the closing of the Merger. The RSUs will accordingly vest upon the satisfaction of the service-based requirement, which provides that the RSUs will vest or have vested as follows: with respect to 25% of the RSUs on September 7, 2022, and with respect to 1/48th of the RSUs 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 restricted stock units ("RSUs") in Issuer in exchange for, and pursuant to the assumption and conversion of, 20,000 restricted stock units of Energy Vault. Subject to the satisfaction of both a liquidity event requirement and service-based requirement, each RSU represents the contingent right to receive one share of the Issuer's Common Stock. The liquidity event requirement was satisfied upon the closing of the Merger. The RSUs will accordingly vest upon the satisfaction of the service-based requirement, which provides that the RSUs will vest or have vested as follows: with respect to 25% of the RSUs on September 7, 2022, and with respect to 1/48th of the RSUs each month thereafter, subject to the Reporting Person's continuous service with the Issuer through each vesting date.