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