Finback Evolv, LLC - 16 Jul 2021 Form 3 Insider Report for Evolv Technologies Holdings, Inc. (EVLV)

Source evidence Original filing metadata and source links for verification. 3 source fields
SEC form
3
Accepted by SEC
26 Jul 2021, 15:37:04 UTC
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
Finback Evolv, LLC by /s/ George Huber, Manager

Key filing fact

Finback Evolv, LLC filed Form 3 for Evolv Technologies Holdings, Inc. (EVLV) on 26 Jul 2021.

Key facts

  • This page summarizes Finback Evolv, LLC's Form 3 filing for Evolv Technologies Holdings, Inc. (EVLV).
  • 0 reported transactions and 4 derivative rows are listed below.
  • Accepted by SEC: 26 Jul 2021, 15:37.

Change

  • No earlier filing in this sequence is available for direct comparison.
  • Current net transaction value: $0.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Official SEC source

Ownership activity is grounded in SEC Form 3 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

EVLV holding

Class A Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
11,175,821
Date
16 Jul 2021
Ownership
See Footnote
Footnotes
F1, F3
EVLV holding

Class A Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
126,136
Date
16 Jul 2021
Ownership
See Footnote
Footnotes
F2, F4
EVLV holding

Class A Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
1,708,603
Date
16 Jul 2021
Ownership
See Footnote
Footnotes
F2, F5

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

EVLV holding Derivative

Performance Rights

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
Date
16 Jul 2021
Ownership
See Footnote
Underlying class
Class A Common Stock
Underlying amount
1,351,556
Exercise price
Footnotes
F3, F6
EVLV holding Derivative

Performance Rights

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
Date
16 Jul 2021
Ownership
See Footnote
Underlying class
Class A Common Stock
Underlying amount
295,664
Exercise price
Footnotes
F4, F6
EVLV holding Derivative

Performance Rights

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
Date
16 Jul 2021
Ownership
See Footnote
Underlying class
Class A Common Stock
Underlying amount
164,364
Exercise price
Footnotes
F5, F6
EVLV holding Derivative

Class A Common Warrant

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
Date
16 Jul 2021
Ownership
See Footnote
Underlying class
Class A Common Stock
Underlying amount
2,421,199
Exercise price
$0.4200
Footnotes
F4, F7
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 7 footnotes

Footnote F1

The Reporting Person acquired a portion of these securities on July 16, 2021 as consideration and in exchange for the Reporting Person's holdings in Evolv Technologies, Inc. ("Old Evolv") pursuant to an Agreement and Plan of Merger dated March 5, 2021, by and among Old Evolv, NewHold Investments Corp. (the predecessor to Issuer) and NHIC Sub Inc., as amended by that certain First Amendment to Agreement and Plan of Merger dated June 5, 2021 (as so amended, the "Merger Agreement") and the other portion of these securities on July 16, 2021, pursuant to that certain Noteholders Consent dated June 21, 2021, by and among the noteholders identified therein, NewHold Investments Corp. and Old Evolv, entered into in connection with the Merger Agreement.

Footnote F2

The Reporting Person acquired these securities on July 16, 2021 as consideration and in exchange for the Reporting Person's holdings in Old Evolv pursuant to the Merger Agreement.

Footnote F3

These securities are held directly by Finback Evolv, LLC.

Footnote F4

These securities are held directly by Finback Evolv OBH, LLC.

Footnote F5

These securities are held directly by Finback Evolv II, LLC.

Footnote F6

Each performance right represents a contingent right to receive one share of the Issuer's Class A common stock. Pursuant to an "Earn Out" provision in the Merger Agreement, the performance rights vest upon the Issuer's Class A Common stock achieving a specified price per share as follows: (i) 1/3 of the shares shall be issued if the closing sale price of Class A common stock equals or exceeds $12.50 per share for any period of 20 trading days out of 30 consecutive trading days prior to March 5, 2026; (ii) 1/3 of the shares shall be issued if the closing sale price of Class A common stock equals or exceeds $15.00 per share for any period of 20 trading days out of 30 consecutive trading days prior to March 5, 2026; and (iii) 1/3 of the shares shall be issued if the closing sale price of Class A common stock equals or exceeds $17.50 per share for any period of 20 trading days out of 30 consecutive trading days prior to March 5, 2026.

Footnote F7

Portions of the shares underlying the Class A Warrant shall vest based on certain sale and business performance metrics.

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