Goodman Heather 4
4 · Novus Capital Corp II · Filed Feb 11, 2022
Insider Transaction Report
Form 4
Goodman Heather
Director
Transactions
- Award
Class A Common Stock, $0.0001 par value
2022-02-11$10.00/sh+30,000$300,000→ 30,000 total - Award
Class A Common Stock, $0.0001 par value
2022-02-11$10.00/sh+220,000$2,200,000→ 220,000 total(indirect: See Footnote) - Exercise/Conversion
Class A Common Stock, $0.0001 par value
2022-02-11+161,285→ 191,285 total - Disposition to Issuer
Class B Common Stock, $0.0001 par value
2022-02-11−130,382→ 161,285 totalExercise: $0.00→ Class A Common Stock (130,382 underlying) - Exercise/Conversion
Class B Common Stock, $0.0001 par value
2022-02-11−161,285→ 0 totalExercise: $0.00→ Class A Common Stock (161,285 underlying)
Footnotes (6)
- [F1]Represents 30,000 shares of Class A common stock purchased from the issuer by Heather Goodman and Doug Raetz as tenants in common 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]Represents 220,000 shares of Class A common stock purchased from the issuer by True VC LLC - Series 15 in a private placement transaction for $10.00 per share.
- [F3]The shares are owned directly by True VC LLC - Series 15. Ms. Goodman is a managing member of True VC LLC - Series 15. Ms. Goodman disclaims beneficial ownership of the securities held by True VC LLC - Series 15 except to the extent of her pecuniary interest therein.
- [F4]Upon the consummation of the issuer's business combination with Energy Vault, Inc. on February 11, 2022, 161,285 shares of Class B common stock owned by Heather Goodman and Doug Raetz as tenants in common automatically converted into an equal number of shares of Class A common stock.
- [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 130,382 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.