0001104659-21-094066.txt : 20210720 0001104659-21-094066.hdr.sgml : 20210720 20210720181105 ACCESSION NUMBER: 0001104659-21-094066 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: Saintil Merline CENTRAL INDEX KEY: 0001699497 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39417 FILM NUMBER: 211102155 MAIL ADDRESS: STREET 1: 10 SOUTH FIRST AVENUE CITY: WALLA WALLA STATE: WA ZIP: 99362 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 tm2122604-17_4seq1.xml OWNERSHIP DOCUMENT X0306 4 2021-07-16 0 0001805385 Evolv Technologies Holdings, Inc. EVLV 0001699497 Saintil Merline C/O EVOLV TECHNOLOGIES HOLDINGS, INC. 500 TOTTEN POND ROAD, 4TH FLOOR WALTHAM MA 02451 1 0 0 0 Stock Option (Right to Buy) 0.42 2021-07-16 4 A 0 280918 A 2031-01-12 Class A Common Stock 280918 280918 D Performance Rights 2021-07-16 4 A 0 32534 A Class A Common Stock 32534 32534 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. ("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"). The option vests in 48 equal monthly installments and may be exercised as to the vested portions commencing on January 13, 2022. 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, Attorney-in-fact for Merline Saintil 2021-07-20