0001104659-21-094072.txt : 20210720 0001104659-21-094072.hdr.sgml : 20210720 20210720181415 ACCESSION NUMBER: 0001104659-21-094072 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210716 FILED AS OF DATE: 20210720 DATE AS OF CHANGE: 20210720 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Faubert Peter R. CENTRAL INDEX KEY: 0001679086 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39417 FILM NUMBER: 211102166 MAIL ADDRESS: STREET 1: 50 NAGOG PARK CITY: ACTON STATE: MA ZIP: 01720 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 4 1 tm2122604-22_4seq1.xml OWNERSHIP DOCUMENT X0306 4 2021-07-16 0 0001805385 Evolv Technologies Holdings, Inc. EVLV 0001679086 Faubert Peter R. C/O EVOLV TECHNOLOGIES HOLDINGS, INC. 500 TOTTEN POND ROAD, 4TH FLOOR WALTHAM MA 02451 0 1 0 0 Chief Financial Officer Stock Option (Right to Buy) 0.42 2021-07-16 4 A 0 1231885 A 2030-08-16 Class A Common Stock 1231885 1231885 D Stock Option (Right to Buy) 0.42 2021-07-16 4 A 0 14168 A 2030-08-16 Class A Common Stock 14168 14168 D Performance Rights 2021-07-16 4 A 0 144311 A Class A Common Stock 144311 144311 D The Reporting Person acquired these securities on July 16, 2021 as consideration and in exchange for the Reporting Person's holdings in Evolv Technologies, Inc. ("OldEvolv") 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"). The option vests and becomes exercisable as to 25% of the shares on October 14, 2020 and in 36 equal monthly installments thereafter. The option vests and becomes exercisable as to 25% of the shares on June 3, 2021 and in 36 equal monthly installments thereafter. 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. /s/ Peter Faubert 2021-07-20