Jeffrey D. Foster - 11 Feb 2022 Form 4 Insider Report for Novus Capital Corp II (NRGV)

Source evidence Original filing metadata and source links for verification. 3 source fields
SEC form
4
Accepted by SEC
11 Feb 2022, 16:10:54 UTC
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Jeffrey Foster

Key filing fact

Jeffrey D. Foster filed Form 4 for Novus Capital Corp II (NRGV) on 11 Feb 2022.

Key facts

  • This page summarizes Jeffrey D. Foster's Form 4 filing for Novus Capital Corp II (NRGV).
  • 4 reported transactions and 2 derivative rows are listed below.
  • Accepted by SEC: 11 Feb 2022, 16:10.

Change

  • No earlier filing in this sequence is available for direct comparison.
  • Current net transaction value: +$2,750,000.

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

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

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

NRGV transaction

Class A Common Stock, $0.0001 par value

Award

Transaction value
$2,750,000
Shares
+275,000
Change %
Price
$10.00
Shares after
275,000
Date
11 Feb 2022
Ownership
See Footnote
Footnotes
F1, F2
NRGV transaction

Class A Common Stock, $0.0001 par value

Options Exercise

Transaction value
$0
Shares
+534,256
Change %
+194%
Price
$0.000000
Shares after
809,256
Date
11 Feb 2022
Ownership
See Footnote
Footnotes
F3, F4

Reported derivative securities

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

NRGV transaction Derivative

Class B Common Stock, $0.0001 par value

Disposed to Issuer

Transaction value
$0
Shares
-431,890
Change %
-45%
Price
$0.000000
Shares after
534,256
Date
11 Feb 2022
Ownership
See Footnote
Underlying class
Class A Common Stock
Underlying amount
431,890
Exercise price
$0.000000
Footnotes
F4, F5, F6
NRGV transaction Derivative

Class B Common Stock, $0.0001 par value

Options Exercise

Transaction value
$0
Shares
-534,256
Change %
-100%
Price
$0.000000*
Shares after
0
Date
11 Feb 2022
Ownership
See Footnote
Underlying class
Class A Common Stock
Underlying amount
534,256
Exercise price
$0.000000
Footnotes
F3, F4, F5
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Jeffrey D. Foster is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 6 footnotes

Footnote F1

Represents 275,000 shares of Class A common stock purchased from the issuer in a private placement transaction for $10.00 per share. In connection with the issuer's business combination with Energy Vault, Inc., the issuer changed its name to Energy Vault Holdings, Inc.

Footnote F2

The shares are owned directly by the Jeffrey Foster Living Trust (the "Trust"). Mr. Foster is a trustee of the Trust. Mr. Foster disclaims beneficial ownership of the securities held by the Trust except to the extent of his pecuniary interest therein.

Footnote F3

Upon the consummation of the issuer's business combination with Energy Vault, Inc. on February 11, 2022, 534,256 shares of Class B common stock owned by New Frontier LLC automatically converted into an equal number of shares of Class A common stock.

Footnote F4

The shares are owned directly by New Frontier LLC. Mr. Foster is a manager of New Frontier LLC. He disclaims beneficial ownership of the securities held by New Frontier LLC except to the extent of his pecuniary interest therein.

Footnote F5

As described in the issuer's registration statement on Form S-4 (File No. 333-260307) under the heading "Description of Securities--Founder Shares," shares of Class B common stock, par value $0.0001 per share, of the issuer automatically convert into shares of Class A common stock, par value $0.0001 per share, of the issuer at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to certain adjustment, and have no expiration date.

Footnote F6

Represents the automatic forfeiture of 431,890 shares of Class B common stock for no additional consideration in connection with the closing of the issuer's business combination with Energy Vault, Inc.

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