0001104659-22-023996.txt : 20220215 0001104659-22-023996.hdr.sgml : 20220215 20220215202338 ACCESSION NUMBER: 0001104659-22-023996 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220211 FILED AS OF DATE: 20220215 DATE AS OF CHANGE: 20220215 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Terruzzin Marco CENTRAL INDEX KEY: 0001908817 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39982 FILM NUMBER: 22641096 MAIL ADDRESS: STREET 1: 4360 PARK TERRACE STREET 2: SUITE 100 CITY: WESTLAKE VILLAGE STATE: CA ZIP: 91361 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Energy Vault Holdings, Inc. CENTRAL INDEX KEY: 0001828536 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 853230987 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 4360 PARK TERRACE DRIVE STREET 2: SUITE 100 CITY: WESTLAKE VILLAGE STATE: CA ZIP: 93161 BUSINESS PHONE: 805-852-0000 MAIL ADDRESS: STREET 1: 4360 PARK TERRACE DRIVE STREET 2: SUITE 100 CITY: WESTLAKE VILLAGE STATE: CA ZIP: 93161 FORMER COMPANY: FORMER CONFORMED NAME: Novus Capital Corp II DATE OF NAME CHANGE: 20201015 4 1 tm225795-24_4seq1.xml OWNERSHIP DOCUMENT X0306 4 2022-02-11 0 0001828536 Energy Vault Holdings, Inc. NRGV 0001908817 Terruzzin Marco 4360 PARK TERRACE DRIVE, SUITE 100 WESTLAKE VILLAGE CA 93161 0 1 0 0 Chief Product Officer Common Stock 2022-02-11 4 A 0 609615 A 609615 D In connection with the merger described in that certain Business Combination Agreement and Plan of Reorganization, dated as of September 8, 2021, by and among Novus Capital Corporation II, now known as Energy Vault Holdings, Inc. ("Energy Vault Holdings") (the "Issuer"), NCCII Merger Corp. ("Merger Sub"), and Energy Vault, Inc. ("Energy Vault"), pursuant to which Merger Sub merged with and into Energy Vault, with Energy Vault surviving as a wholly-owned subsidiary of the Issuer (the "Merger"). In connection with the Merger, the Reporting Person received shares of Common Stock of Issuer pursuant to a restricted Stock Award (the "RSA") in exchange for, and pursuant to the assumption and conversion of, 90,000 shares of restricted common stock of Energy Vault. The RSA is subject to a risk of forfeiture, which was designed to lapse upon the satisfaction of both a liquidity-event requirement and a service-based requirement. The liquidity event requirement was satisfied upon the closing of the Merger. The risk of forfeiture applicable to the shares subject to the RSA will accordingly lapse or already lapsed upon the satisfaction of the service-based requirement as follows: with respect to 50% of the shares underlying the RSA upon the closing of the Merger, and with respect to 1/48th of the shares underlying the RSA on August 23, 2020 and each month thereafter, subject to the Reporting Person's continuous service with the Issuer through each vesting date. /s/ Daniel Gunning, Attorney-in-Fact 2022-02-15