Evolv Technologies Holdings, Inc. — Director's Dealing 2021

Jul 26, 2021

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Evolv Technologies Holdings, Inc. (EVLV)
CIK: 0001805385
Period of Report: 2021-07-16

Reporting Person: Finback Evolv, LLC (10% Owner)
Reporting Person: Finback Evolv II, LLC (10% Owner)
Reporting Person: Finback Evolv OBH, LLC (10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	11175821	Indirect
Class A Common Stock	126136	Indirect
Class A Common Stock	1708603	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Performance Rights	$		Class A Common Stock (1351556)		Indirect
Performance Rights	$		Class A Common Stock (295664)		Indirect
Performance Rights	$		Class A Common Stock (164364)		Indirect
Class A Common Warrant	$0.42	2031-01-31	Class A Common Stock (2421199)		Indirect

Footnotes

F1: The Reporting Person acquired a portion of 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") and the other portion of these securities on July 16, 2021, pursuant to that certain Noteholders Consent dated June 21, 2021, by and among the noteholders identified therein, NewHold Investments Corp. and Old Evolv, entered into in connection with the Merger Agreement.

F2: The Reporting Person acquired these securities on July 16, 2021 as consideration and in exchange for the Reporting Person's holdings in Old Evolv pursuant to the Merger Agreement.

F3: These securities are held directly by Finback Evolv, LLC.

F4: These securities are held directly by Finback Evolv OBH, LLC.

F5: These securities are held directly by Finback Evolv II, LLC.

F6: 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.

F7: Portions of the shares underlying the Class A Warrant shall vest based on certain sale and business performance metrics.