Foster Jeffrey D 4
4 · Novus Capital Corp II · Filed Feb 11, 2022
Insider Transaction Report
Form 4
Foster Jeffrey D
Director
Transactions
- Award
Class A Common Stock, $0.0001 par value
2022-02-11$10.00/sh+275,000$2,750,000→ 275,000 total(indirect: See Footnote) - Exercise/Conversion
Class A Common Stock, $0.0001 par value
2022-02-11+534,256→ 809,256 total(indirect: See Footnote) - Disposition to Issuer
Class B Common Stock, $0.0001 par value
2022-02-11−431,890→ 534,256 total(indirect: See Footnote)Exercise: $0.00→ Class A Common Stock (431,890 underlying) - Exercise/Conversion
Class B Common Stock, $0.0001 par value
2022-02-11−534,256→ 0 total(indirect: See Footnote)Exercise: $0.00→ Class A Common Stock (534,256 underlying)
Footnotes (6)
- [F1]Represents 275,000 shares of Class A common stock purchased from the issuer in a private placement transaction for $10.00 per share. In connection with the issuer's business combination with Energy Vault, Inc., the issuer changed its name to Energy Vault Holdings, Inc.
- [F2]The shares are owned directly by the Jeffrey Foster Living Trust (the "Trust"). Mr. Foster is a trustee of the Trust. Mr. Foster disclaims beneficial ownership of the securities held by the Trust except to the extent of his pecuniary interest therein.
- [F3]Upon the consummation of the issuer's business combination with Energy Vault, Inc. on February 11, 2022, 534,256 shares of Class B common stock owned by New Frontier LLC automatically converted into an equal number of shares of Class A common stock.
- [F4]The shares are owned directly by New Frontier LLC. Mr. Foster is a manager of New Frontier LLC. He disclaims beneficial ownership of the securities held by New Frontier LLC except to the extent of his pecuniary interest therein.
- [F5]As described in the issuer's registration statement on Form S-4 (File No. 333-260307) under the heading "Description of Securities--Founder Shares," shares of Class B common stock, par value $0.0001 per share, of the issuer automatically convert into shares of Class A common stock, par value $0.0001 per share, of the issuer at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to certain adjustment, and have no expiration date.
- [F6]Represents the automatic forfeiture of 431,890 shares of Class B common stock for no additional consideration in connection with the closing of the issuer's business combination with Energy Vault, Inc.