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

Jul 21, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: COHEN ALAN S (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-07-16	Class A Common Stock	A	593908	—	Acquired	593908	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-07-16	Performance Rights	$	A	138972	Acquired		Class A Common Stock (138972)	Indirect
2021-07-16	Stock Option (Right to Buy)	$0.42	A	163318	Acquired	2030-08-16	Class A Common Stock (163318)	Indirect
2021-07-16	Stock Option (Right to Buy)	$0.42	A	223979	Acquired	2030-08-16	Class A Common Stock (223979)	Indirect
2021-07-16	Stock Option (Right to Buy)	$0.42	A	192482	Acquired	2030-08-16	Class A Common Stock (192482)	Indirect

Footnotes

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").

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

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.

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.

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.