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