InsiderTrades

Form 4 for EVLV Evolv Technologies Holdings, Inc.

Accepted 2021-07-20 00:00:00 ET · period of report 2021-07-16 · accession 0001104659-21-094062 · SEC index · Original document

Summary rows

Aggregated the way they appear in lists: one row per insider, transaction code and security table.

X Filed Traded Ticker Insider Title Type Price Qty Owned ΔOwn Value
DI 2021-07-20 2021-07-16 EVLV COHEN ALAN S Dir A - Grant — +593.9K 593.9K New —
DMI 2021-07-20 2021-07-16 EVLV COHEN ALAN S Dir A - Grant — +718.8K 192.5K New —

Purchase Sale Sale after option exercise All abbreviations

Every reported transaction

#TableSecurityDateCodeA/DSharesPriceOwned afterOwnExercise / expiryUnderlyingFootnotes
1 Common Class A Common Stock 2021-07-16 A A 593,908 — 593,908 I Held by Cohen Family Trust — — (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").
2 Derivative Performance Rights 2021-07-16 A A 138,972 — 138,972 I Held by Cohen Family Trust — · — to — 138,972 Class A Common Stock (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 (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").
3 Derivative Stock Option (Right to Buy) 2021-07-16 A A 163,318 — 163,318 I Held by Cohen Family Trust $0.42 · — to 2030-08-16 163,318 Class A Common Stock (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"). (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.
4 Derivative Stock Option (Right to Buy) 2021-07-16 A A 223,979 — 223,979 I Held by Cohen Family Trust $0.42 · — to 2030-08-16 223,979 Class A Common Stock (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"). (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.
5 Derivative Stock Option (Right to Buy) 2021-07-16 A A 192,482 — 192,482 I Held by Cohen Family Trust $0.42 · — to 2030-08-16 192,482 Class A Common Stock (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"). (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.