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3//SEC Filing

Finback Evolv II, LLC 3

Accession 0000908834-21-000027

CIK 0001805385other
View on SEC.govCompany Profile

Filed

Jul 25, 8:00 PM ET

Accepted

Jul 26, 3:37 PM ET

Size

16.0 KB

Accession

0000908834-21-000027

Insider Transaction Report

Form 3
Period: 2021-07-16
Evolv Technologies Holdings, Inc.EVLV
Finback Evolv, LLC
10% Owner
Holdings

  • Class A Common Stock

    (indirect: See Footnote)
    1,708,603

  • Class A Common Warrant

    (indirect: See Footnote)
    Exercise: $0.42Exp: 2031-01-31→ Class A Common Stock (2,421,199 underlying)

  • Class A Common Stock

    (indirect: See Footnote)
    11,175,821

  • Performance Rights

    (indirect: See Footnote)
    → Class A Common Stock (1,351,556 underlying)

  • Performance Rights

    (indirect: See Footnote)
    → Class A Common Stock (164,364 underlying)

  • Performance Rights

    (indirect: See Footnote)
    → Class A Common Stock (295,664 underlying)

  • Class A Common Stock

    (indirect: See Footnote)
    126,136
Finback Evolv II, LLC
10% Owner
Holdings

  • Class A Common Stock

    (indirect: See Footnote)
    126,136

  • Performance Rights

    (indirect: See Footnote)
    → Class A Common Stock (295,664 underlying)

  • Class A Common Stock

    (indirect: See Footnote)
    11,175,821

  • Performance Rights

    (indirect: See Footnote)
    → Class A Common Stock (164,364 underlying)

  • Class A Common Stock

    (indirect: See Footnote)
    1,708,603

  • Performance Rights

    (indirect: See Footnote)
    → Class A Common Stock (1,351,556 underlying)

  • Class A Common Warrant

    (indirect: See Footnote)
    Exercise: $0.42Exp: 2031-01-31→ Class A Common Stock (2,421,199 underlying)
Finback Evolv OBH, LLC
10% Owner
Holdings

  • Performance Rights

    (indirect: See Footnote)
    → Class A Common Stock (295,664 underlying)

  • Class A Common Stock

    (indirect: See Footnote)
    11,175,821

  • Class A Common Stock

    (indirect: See Footnote)
    1,708,603

  • Class A Common Warrant

    (indirect: See Footnote)
    Exercise: $0.42Exp: 2031-01-31→ Class A Common Stock (2,421,199 underlying)

  • Performance Rights

    (indirect: See Footnote)
    → Class A Common Stock (1,351,556 underlying)

  • Performance Rights

    (indirect: See Footnote)
    → Class A Common Stock (164,364 underlying)

  • Class A Common Stock

    (indirect: See Footnote)
    126,136
Footnotes (7)
  • [F1]The Reporting Person acquired a portion of 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") and the other portion of these securities on July 16, 2021, pursuant to that certain Noteholders Consent dated June 21, 2021, by and among the noteholders identified therein, NewHold Investments Corp. and Old Evolv, entered into in connection with the Merger Agreement.
  • [F2]The Reporting Person acquired these securities on July 16, 2021 as consideration and in exchange for the Reporting Person's holdings in Old Evolv pursuant to the Merger Agreement.
  • [F3]These securities are held directly by Finback Evolv, LLC.
  • [F4]These securities are held directly by Finback Evolv OBH, LLC.
  • [F5]These securities are held directly by Finback Evolv II, LLC.
  • [F6]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.
  • [F7]Portions of the shares underlying the Class A Warrant shall vest based on certain sale and business performance metrics.

Documents

1 file

Issuer

Evolv Technologies Holdings, Inc.

CIK 0001805385

→
Entity typeother
IncorporatedDE

Related Parties

1
  • filerCIK 0001843686

Filing Metadata

Form type
3
Filed
Jul 25, 8:00 PM ET
Accepted
Jul 26, 3:37 PM ET
Size
16.0 KB
View on SEC.gov