Kevin Charlton - Aug 22, 2024 Form 4 Insider Report for Evolv Technologies Holdings, Inc. (EVLV)

Role: Director
Signature: /s/ Kevin Charlton
Stock symbol: EVLV
Transactions as of: Aug 22, 2024
Transactions value $: $0
Form type: 4
Date filed: 8/26/2024, 05:00 PM
Previous filing: Jun 3, 2024

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	EVLV	Put Option (obligation to buy)	Other		-216K	-50%		216K	Aug 22, 2024	Class A Common Stock	216K		Direct	F1, F2

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

Explanation of Responses:

Id	Content
F1	On August 22, 2024, the Reporting Person entered into an amended and restated secured promissory note (the "Note") with NewHold Enterprises LLC (the "Borrower"), which amended and restated the terms of a secured promissory note issued by the Borrower to the Reporting Person on April 20, 2022, pursuant to which the Reporting Person loaned the Borrower $300,000. The Borrower has agreed to satisfy its repayment obligations under the Note by delivering to the Reporting Person 215,800 shares of Class A Common Stock on July 16, 2026, or earlier in the event of a Change of Control (as defined in the Letter Agreement referenced below), all of which shares are currently unvested.
F2	The Borrower also has the option to prepay the Note in cash at any time after February 28, 2025. In the event the shares of Class A Common Stock to be delivered by the Borrower under the Note have not vested on or prior to July 16, 2026 in accordance with the terms of that certain Letter Agreement, dated March 5, 2021, by and among NewHold Industrial Technology Holdings LLC, Evolv Technologies, Inc., NewHold Investment Corp. and certain other parties thereto, the Borrower's obligations under the Note, including without limitation its repayment obligations, shall automatically terminate and the Note shall have no further force or effect.

Content

On August 22, 2024, the Reporting Person entered into an amended and restated secured promissory note (the "Note") with NewHold Enterprises LLC (the "Borrower"), which amended and restated the terms of a secured promissory note issued by the Borrower to the Reporting Person on April 20, 2022, pursuant to which the Reporting Person loaned the Borrower $300,000. The Borrower has agreed to satisfy its repayment obligations under the Note by delivering to the Reporting Person 215,800 shares of Class A Common Stock on July 16, 2026, or earlier in the event of a Change of Control (as defined in the Letter Agreement referenced below), all of which shares are currently unvested.

The Borrower also has the option to prepay the Note in cash at any time after February 28, 2025. In the event the shares of Class A Common Stock to be delivered by the Borrower under the Note have not vested on or prior to July 16, 2026 in accordance with the terms of that certain Letter Agreement, dated March 5, 2021, by and among NewHold Industrial Technology Holdings LLC, Evolv Technologies, Inc., NewHold Investment Corp. and certain other parties thereto, the Borrower's obligations under the Note, including without limitation its repayment obligations, shall automatically terminate and the Note shall have no further force or effect.