COHEN ALAN S 4
4 · Evolv Technologies Holdings, Inc. · Filed Jul 20, 2021
Insider Transaction Report
Form 4
COHEN ALAN S
Director
Transactions
- Award
Stock Option (Right to Buy)
2021-07-16+192,482→ 192,482 total(indirect: By Trust)Exercise: $0.42Exp: 2030-08-16→ Class A Common Stock (192,482 underlying) - Award
Stock Option (Right to Buy)
2021-07-16+223,979→ 223,979 total(indirect: By Trust)Exercise: $0.42Exp: 2030-08-16→ Class A Common Stock (223,979 underlying) - Award
Performance Rights
2021-07-16+138,972→ 138,972 total(indirect: By Trust)→ Class A Common Stock (138,972 underlying) - Award
Class A Common Stock
2021-07-16+593,908→ 593,908 total(indirect: By Trust) - Award
Stock Option (Right to Buy)
2021-07-16+163,318→ 163,318 total(indirect: By Trust)Exercise: $0.42Exp: 2030-08-16→ Class A Common Stock (163,318 underlying)
Footnotes (5)
- [F1]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").
- [F2]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
- [F3]The option vests and becomes exercisable as to 25% of the underlying shares on October 1, 2019 and in 36 equal monthly installments thereafter.
- [F4]The option vests and becomes exercisable as to 25% of the underlying shares on February 1, 2020 and in 36 equal monthly installments thereafter.
- [F5]The option vests and becomes exercisable as to 25% of the underlying shares on November 19, 2020 and in 36 equal monthly installments thereafter.