Marco Terruzzin - Jul 6, 2022 Form 4 Insider Report for Energy Vault Holdings, Inc. (NRGV)

Role: Chief Product Officer
Signature: /s/ Daniel Gunning, Attorney-in-Fact
Stock symbol: NRGV
Transactions as of: Jul 6, 2022
Transactions value $: $0
Form type: 4
Date filed: 7/8/2022, 04:05 PM
Previous filing: Feb 15, 2022
Next filing: Aug 2, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	NRGV	Common Stock	Sale		-64.3K	-10.56%		545K	Jul 6, 2022	Direct	F1, F2

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

Explanation of Responses:

Id	Content
F1	On July 23, 2021, the Reporting Person sold 20,000 shares to a third party for $1.8 million in aggregate consideration pursuant to a stock purchase agreement (the "SPA"). The SPA provided that, for no further consideration, the Reporting Person would transfer additional shares to the third party purchaser if the initial public listing price of Energy Vault, Inc., a Delaware corporation ("Legacy Energy Vault") did not achieve a certain minimum share price target, and the Reporting Person agreed to transfer an additional 9,500 shares of Legacy Energy Vault's common stock to the third party purchaser.
F2	On February 11, 2022, the Issuer's business combination with Legacy Energy Vault closed (the "Closing"), and each share of Legacy Energy Vault's common stock was converted into the right to receive 6.7735 shares of the Issuer's common stock pursuant to the terms of that certain Business Combination Agreement and Plan of Reorganization, dated September 8, 2021, by and between Issuer, NCCII Merger Corp., a wholly owned subsidiary of the Issuer, and Legacy Energy Vault. This did not meet the minimum share price target and on July 6, 2022, the Reporting Person transferred 64,348 shares to the third party purchaser (which reflected the effect of the exchange ratio in the merger), which shares are subject to same transfer restrictions provided by the lock-up agreements that the Issuer entered into with the third party purchaser and certain other equityholders of the Issuer and Legacy Energy Vault in connection with the Closing.

Content

On July 23, 2021, the Reporting Person sold 20,000 shares to a third party for $1.8 million in aggregate consideration pursuant to a stock purchase agreement (the "SPA"). The SPA provided that, for no further consideration, the Reporting Person would transfer additional shares to the third party purchaser if the initial public listing price of Energy Vault, Inc., a Delaware corporation ("Legacy Energy Vault") did not achieve a certain minimum share price target, and the Reporting Person agreed to transfer an additional 9,500 shares of Legacy Energy Vault's common stock to the third party purchaser.

On February 11, 2022, the Issuer's business combination with Legacy Energy Vault closed (the "Closing"), and each share of Legacy Energy Vault's common stock was converted into the right to receive 6.7735 shares of the Issuer's common stock pursuant to the terms of that certain Business Combination Agreement and Plan of Reorganization, dated September 8, 2021, by and between Issuer, NCCII Merger Corp., a wholly owned subsidiary of the Issuer, and Legacy Energy Vault. This did not meet the minimum share price target and on July 6, 2022, the Reporting Person transferred 64,348 shares to the third party purchaser (which reflected the effect of the exchange ratio in the merger), which shares are subject to same transfer restrictions provided by the lock-up agreements that the Issuer entered into with the third party purchaser and certain other equityholders of the Issuer and Legacy Energy Vault in connection with the Closing.