Faubert Peter R. 4
4 · Evolv Technologies Holdings, Inc. · Filed Jul 20, 2021
Insider Transaction Report
Form 4
Faubert Peter R.
Chief Financial Officer
Transactions
- Award
Stock Option (Right to Buy)
2021-07-16+1,231,885→ 1,231,885 totalExercise: $0.42Exp: 2030-08-16→ Class A Common Stock (1,231,885 underlying) - Award
Stock Option (Right to Buy)
2021-07-16+14,168→ 14,168 totalExercise: $0.42Exp: 2030-08-16→ Class A Common Stock (14,168 underlying) - Award
Performance Rights
2021-07-16+144,311→ 144,311 total→ Class A Common Stock (144,311 underlying)
Footnotes (4)
- [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. ("OldEvolv") 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]The option vests and becomes exercisable as to 25% of the shares on October 14, 2020 and in 36 equal monthly installments thereafter.
- [F3]The option vests and becomes exercisable as to 25% of the shares on June 3, 2021 and in 36 equal monthly installments thereafter.
- [F4]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.