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: Sullivan Mark J. (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-07-16	Stock Option (Right to Buy)	$1.01	A	37784	Acquired	2024-07-08	Class A Common Stock (37784)	Direct
2021-07-16	Stock Option (Right to Buy)	$0.24	A	75567	Acquired	2028-01-24	Class A Common Stock (75567)	Direct
2021-07-16	Stock Option (Right to Buy)	$0.42	A	37784	Acquired	2030-08-17	Class A Common Stock (37784)	Direct
2021-07-16	Stock Option (Right to Buy)	$0.42	A	167567	Acquired	2031-01-12	Class A Common Stock (167567)	Direct
2021-07-16	Performance Rights	$	A	36814	Acquired		Class A Common Stock (36814)	Direct

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: The option is fully vested and exercisable.

F3: The option vests and becomes exercisable as to 25% of the shares on January 25, 2019, and in 36 equal monthly installments thereafter.

F4: The option vests and becomes exercisable as to 25% of the shares on January 1, 2021, and in 36 equal monthly installments thereafter.

F5: The option vests in 48 equal monthly installments and may be exercised as to the vested portions commencing on January 13, 2022.

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.