Andrea Pedretti - Sep 15, 2022 Form 4 Insider Report for Energy Vault Holdings, Inc. (NRGV)

Signature
/s/ Timothy Maloche, Attorney-in-Fact
Stock symbol
NRGV
Transactions as of
Sep 15, 2022
Transactions value $
-$2,295,721
Form type
4
Date filed
9/19/2022, 04:05 PM
Previous filing
Aug 19, 2022
Next filing
Dec 20, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NRGV Common Stock Options Exercise +1.17M +181.45% 1.82M Sep 15, 2022 Direct F1
transaction NRGV Common Stock Tax liability -$2.3M -545K -30% $4.21 1.27M Sep 15, 2022 Direct F2
transaction NRGV Common Stock Other -146K -11.45% 1.13M Sep 15, 2022 Direct F3

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 Options Exercise $0 -1.17M -50% $0.00 1.17M Sep 15, 2022 Common Stock 1.17M Direct F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The Reporting Person received Restricted Stock Units ("RSUs") that represent a contingent right to receive one share of Common Stock for each RSU upon the satisfaction of applicable vesting conditions. The shares were issued pursuant to vested RSUs.
F2 Represents the number of shares withheld by the Issuer to satisfy the tax withholding obligation in connection with the settlement of RSUs.
F3 As payment for $2,195,200 of a personal loan, Mr. Pedretti granted to the lender a security interest in 1,083,760 shares of the issuer's common stock pursuant to stock pledge and transfer agreement dated December 4, 2019. This transaction represents a disposition in partial satisfaction of the reporting person's obligation to deliver such shares pursuant to such stock pledge and transfer agreement.
F4 The Reporting Person received RSUs 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., 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")
F5 The Reporting Person received RSUs in Issuer in exchange for, and pursuant to the assumption and conversion of, 345,967 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 50% of the RSUs on the closing of the Merger, with respect to 25% of the RSUs vest on July 19, 2020 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.