0001104659-22-078368.txt : 20220708 0001104659-22-078368.hdr.sgml : 20220708 20220708160559 ACCESSION NUMBER: 0001104659-22-078368 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220706 FILED AS OF DATE: 20220708 DATE AS OF CHANGE: 20220708 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: 221074442 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: 91361 BUSINESS PHONE: 805-852-0000 MAIL ADDRESS: STREET 1: 4360 PARK TERRACE DRIVE STREET 2: SUITE 100 CITY: WESTLAKE VILLAGE STATE: CA ZIP: 91361 FORMER COMPANY: FORMER CONFORMED NAME: Novus Capital Corp II DATE OF NAME CHANGE: 20201015 4 1 tm2220647-1_4seq1.xml OWNERSHIP DOCUMENT X0306 4 2022-07-06 0 0001828536 Energy Vault Holdings, Inc. NRGV 0001908817 Terruzzin Marco 4360 PARK TERRACE DRIVE, SUITE 100 WESTLAKE VILLAGE CA 91361 0 1 0 0 Chief Product Officer Common Stock 2022-07-06 4 S 0 64348 D 545267 D On July 23, 2021, the Reporting Person sold 20,000 shares to a third party for $1.8 million in aggregate consideration pursuant to a stock purchase agreement (the "SPA"). The SPA provided that, for no further consideration, the Reporting Person would transfer additional shares to the third party purchaser if the initial public listing price of Energy Vault, Inc., a Delaware corporation ("Legacy Energy Vault") did not achieve a certain minimum share price target, and the Reporting Person agreed to transfer an additional 9,500 shares of Legacy Energy Vault's common stock to the third party purchaser. On February 11, 2022, the Issuer's business combination with Legacy Energy Vault closed (the "Closing"), and each share of Legacy Energy Vault's common stock was converted into the right to receive 6.7735 shares of the Issuer's common stock pursuant to the terms of that certain Business Combination Agreement and Plan of Reorganization, dated September 8, 2021, by and between Issuer, NCCII Merger Corp., a wholly owned subsidiary of the Issuer, and Legacy Energy Vault. This did not meet the minimum share price target and on July 6, 2022, the Reporting Person transferred 64,348 shares to the third party purchaser (which reflected the effect of the exchange ratio in the merger), which shares are subject to same transfer restrictions provided by the lock-up agreements that the Issuer entered into with the third party purchaser and certain other equityholders of the Issuer and Legacy Energy Vault in connection with the Closing. /s/ Daniel Gunning, Attorney-in-Fact 2022-07-08