0001104659-21-095953.txt : 20210726 0001104659-21-095953.hdr.sgml : 20210726 20210726180028 ACCESSION NUMBER: 0001104659-21-095953 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210716 FILED AS OF DATE: 20210726 DATE AS OF CHANGE: 20210726 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Cutler Joel E CENTRAL INDEX KEY: 0001337122 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39417 FILM NUMBER: 211115281 MAIL ADDRESS: STREET 1: C/O GENERAL CATALYST PARTNERS STREET 2: 20 UNIVERSITY ROAD, SUITE 450 CITY: CAMBRIDGE STATE: MA ZIP: 02138 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Fialkow David P CENTRAL INDEX KEY: 0001337220 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39417 FILM NUMBER: 211115282 MAIL ADDRESS: STREET 1: C/O GENERAL CATALYST PARTNERS STREET 2: 20 UNIVERSITY ROAD, SUITE 450 CITY: CAMBRIDGE STATE: MA ZIP: 02138 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: General Catalyst Group V Supplemental LP CENTRAL INDEX KEY: 0001414928 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39417 FILM NUMBER: 211115285 BUSINESS ADDRESS: STREET 1: c/o General Catalyst Group Management LL STREET 2: 20 University Rd Ste 450 CITY: Cambridge STATE: MA ZIP: 02138 BUSINESS PHONE: 617-234-7000 MAIL ADDRESS: STREET 1: c/o General Catalyst Group Management LL STREET 2: 20 University Rd Ste 450 CITY: Cambridge STATE: MA ZIP: 02138 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: General Catalyst Group V LP CENTRAL INDEX KEY: 0001414929 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39417 FILM NUMBER: 211115287 BUSINESS ADDRESS: STREET 1: c/o General Catalyst Group Management LL STREET 2: 20 University Road Ste 450 CITY: Cambridge STATE: MA ZIP: 02138 BUSINESS PHONE: 617-234-7000 MAIL ADDRESS: STREET 1: c/o General Catalyst Group Management LL STREET 2: 20 University Road Ste 450 CITY: Cambridge STATE: MA ZIP: 02138 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Taneja Hemant CENTRAL INDEX KEY: 0001545563 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39417 FILM NUMBER: 211115280 MAIL ADDRESS: STREET 1: 14120 MIRANDA ROAD CITY: LOS ALTOS HILLS STATE: CA ZIP: 94022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GC Entrepreneurs Fund V, LP CENTRAL INDEX KEY: 0001549857 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39417 FILM NUMBER: 211115286 BUSINESS ADDRESS: STREET 1: GENERAL CATALYST PARTNERS STREET 2: 20 UNIVERSITY ROAD; SUITE 450 CITY: CAMBRIDGE STATE: MA ZIP: 02138 BUSINESS PHONE: 617-234-7000 MAIL ADDRESS: STREET 1: GENERAL CATALYST PARTNERS STREET 2: 20 UNIVERSITY ROAD; SUITE 450 CITY: CAMBRIDGE STATE: MA ZIP: 02138 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: General Catalyst GP V, LLC CENTRAL INDEX KEY: 0001550975 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39417 FILM NUMBER: 211115288 BUSINESS ADDRESS: STREET 1: GENERAL CATALYST PARTNERS STREET 2: 20 UNIVERSITY ROAD, SUITE 450 CITY: CAMBRIDGE STATE: MA ZIP: 02138 BUSINESS PHONE: 617-234-7000 MAIL ADDRESS: STREET 1: GENERAL CATALYST PARTNERS STREET 2: 20 UNIVERSITY ROAD, SUITE 450 CITY: CAMBRIDGE STATE: MA ZIP: 02138 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GCGM Investment Holdings, LP CENTRAL INDEX KEY: 0001774568 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39417 FILM NUMBER: 211115283 BUSINESS ADDRESS: STREET 1: 20 UNIVERSITY ROAD, 4TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02138 BUSINESS PHONE: 617-234-7000 MAIL ADDRESS: STREET 1: 20 UNIVERSITY ROAD, 4TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02138 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GC Partners Holdings, LP CENTRAL INDEX KEY: 0001774569 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39417 FILM NUMBER: 211115284 BUSINESS ADDRESS: STREET 1: 20 UNIVERSITY ROAD, 4TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02138 BUSINESS PHONE: 617-234-7000 MAIL ADDRESS: STREET 1: 20 UNIVERSITY ROAD, 4TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02138 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Evolv Technologies Holdings, Inc. CENTRAL INDEX KEY: 0001805385 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 844473840 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 12141 WICKCHESTER LN., SUITE 325 CITY: HOUSTON STATE: TX ZIP: 77079 BUSINESS PHONE: 212-653-0153 MAIL ADDRESS: STREET 1: 12141 WICKCHESTER LN., SUITE 325 CITY: HOUSTON STATE: TX ZIP: 77079 FORMER COMPANY: FORMER CONFORMED NAME: NewHold Investment Corp. DATE OF NAME CHANGE: 20200303 3 1 tm2122604-23_3seq1.xml OWNERSHIP DOCUMENT X0206 3 2021-07-16 0 0001805385 Evolv Technologies Holdings, Inc. EVLV 0001550975 General Catalyst GP V, LLC C/O GENERAL CATALYST PARTNERS 20 UNIVERSITY ROAD 4TH FLOOR CAMBRIDGE MA 02138 0 0 1 0 0001414929 General Catalyst Group V LP C/O GENERAL CATALYST GROUP MANAGEMENT LL 20 UNIVERSITY ROAD STE 450 CAMBRIDGE MA 02138 0 0 1 0 0001549857 GC Entrepreneurs Fund V, LP C/O GENERAL CATALYST PARTNERS 20 UNIVERSITY ROAD 4TH FLOOR CAMBRIDGE MA 02138 0 0 1 0 0001414928 General Catalyst Group V Supplemental LP C/O GENERAL CATALYST PARTNERS 20 UNIVERSITY ROAD 4TH FLOOR CAMBRIDGE MA 02138 0 0 1 0 0001774569 GC Partners Holdings, LP C/O GENERAL CATALYST PARTNERS 20 UNIVERSITY ROAD 4TH FLOOR CAMBRIDGE MA 02138 0 0 1 0 0001774568 GCGM Investment Holdings, LP C/O GENERAL CATALYST PARTNERS 20 UNIVERSITY ROAD 4TH FLOOR CAMBRIDGE MA 02138 0 0 1 0 0001337220 Fialkow David P C/O GENERAL CATALYST PARTNERS 20 UNIVERSITY ROAD 4TH FLOOR CAMBRIDGE MA 02138 0 0 1 0 0001337122 Cutler Joel E C/O GENERAL CATALYST PARTNERS 20 UNIVERSITY ROAD 4TH FLOOR CAMBRIDGE MA 02138 0 0 1 0 0001545563 Taneja Hemant C/O GENERAL CATALYST PARTNERS 20 UNIVERSITY ROAD 4TH FLOOR CAMBRIDGE MA 02138 0 0 1 0 Class A Common Stock 12774845 I By General Catalyst Group V, L.P. Class A Common Stock 271865 I By GC Entrepreneurs Fund V, L.P. Class A Common Stock 279438 I By General Catalyst Group V, Supplemental, L.P. Performance Rights Class A Common Stock 1540903 I By General Catalyst Group V, L.P. Performance Rights Class A Common Stock 32725 I By GC Entrepreneurs Fund IV, L.P. Performance Rights Class A Common Stock 26881 I By General Catalyst Group V, Supplemental, L.P. 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. The reported securities are held directly by General Catalyst Group V, L.P. General Catalyst GP V, LLC is the general partner of General Catalyst Partners V, L.P., which is the general partner of General Catalyst Group V, L.P. and GC Entrepreneurs Fund V, L.P. Lawrence Bohn, a member of Issuer's board of directors, Joel Cutler, and David Fialkow are managing directors of General Catalyst GP V, LLC, and, as a result, may be deemed to have voting and dispositive power over the shares held by General Catalyst Group V, L.P. and GC Entrepreneurs Fund V, L.P. Each of the reporting persons and entities disclaims beneficial ownership of the reported securities except to the extent of such person's or entity's pecuniary interest in such securities. The reported securities are held directly by GC Entrepreneurs Fund V, L.P. General Catalyst GP V, LLC is the general partner of General Catalyst Partners V, L.P., which is the general partner of General Catalyst Group V, L.P. and GC Entrepreneurs Fund V, L.P. Lawrence Bohn, a member of Issuer's board of directors, Joel Cutler, and David Fialkow are managing directors of General Catalyst GP V, LLC, and, as a result, may be deemed to have voting and dispositive power over the shares held by General Catalyst Group V, L.P. and GC Entrepreneurs Fund V, L.P. Each of the reporting persons and entities disclaims beneficial ownership of the reported securities except to the extent of such person's or entity's pecuniary interest in such securities. The reported securities are held directly by General Catalyst Group V Supplemental, L.P. General Catalyst GP V, LLC is the general partner of General Catalyst Partners V, L.P., which is the general partner of General Catalyst Group V, L.P., GC Entrepreneurs Fund V, L.P. and General Catalyst Group V Supplemental, L.P. Lawrence Bohn, a member of Issuer's board of directors, Joel Cutler, and David Fialkow are managing directors of General Catalyst GP V, LLC, and, as a result, may be deemed to have voting and dispositive power over the shares held by General Catalyst Group V, L.P., GC Entrepreneurs Fund V, L.P., and General Catalyst Group V Supplemental, L.P. GCGM Investment Holdings, L.P. is a limited partner of General Catalyst Partners V, L.P. with a pecuniary interest in the reported securities. (Continued from Footnote 5) GC Partners Holdings, L.P. is a limited partner of GCGM Investment Holdings, L.P. with a pecuniary interest in the reported securities. Each of the reporting persons and entities disclaims beneficial ownership of the reported securities except to the extent of such person's or entity's pecuniary interest in such securities 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. General Catalyst GP V, LLC, the General Partner for General Catalyst Partners V, L.P., the General Partner for General Catalyst Group V, L.P.; By: /s/ Christopher McCain, Chief Legal Officer 2021-07-20 General Catalyst Partners V, L.P., By: General Catalyst GP V, LLC, its General Partner, By: /s/ Christopher McCain, Chief Legal Officer 2021-07-20 GC Entrepreneurs Fund V, L.P., By: General Catalyst Partners V, L.P., Its General Partner, By: General Catalyst GP V, LLC, Its General Partner; By: /s/ Christopher McCain, Chief Legal Officer 2021-07-20 General Catalyst Group V Supplemental, L.P., By: General Catalyst Partners V, L.P., its General Partner, By: General Catalyst GP V, LLC, its General Partner' By: /s/ Christopher McCain, Chief Legal Officer 2021-07-20 GC Partners Holdings, L.P.; By: General Catalyst Group Management Holdings GP, LLC, its General Partner; By: /s/ Christopher McCain, Chief Legal Officer 2021-07-20 GCGM Investment Holdings, L.P., By: General Catalyst Group Management Holdings GP, LLC, its General Partner; By: /s/ Christopher McCain, Chief Legal Officer 2021-07-20 /s/ Christopher McCain, attorney-in-fact for David Fialkow 2021-07-20 /s/ Christopher McCain, attorney-in-fact for Joel Cutler 2021-07-20 /s/ Christopher McCain, attorney-in-fact for Hemant Taneja 2021-07-20