Ownership Submission
FORM 4 |
Check this box if no longer subject to Section 16, Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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OMB APPROVAL
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OMB Number:3235-0287Expires:January 31, 2005Estimated average burden hours per response...0.5
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1. Name and Address of Reporting Person * |
Pedretti Andrea
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2. Issuer Name and Ticker or Trading Symbol
Energy Vault Holdings, Inc. [NRGV]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
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_____ 10% Owner
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_____ Officer (give title below)
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_____ Other (specify below)
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Chief Technology Officer /
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(Last)
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(First)
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(Middle)
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4360 PARK TERRACE DRIVE, , SUITE 100
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3. Date of Earliest Transaction (Month/Day/Year)
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(Street)
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WESTLAKE VILLAGE
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CA
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91361
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4. If Amendment, Date Original Filed(Month/Day/Year)
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6. Individual or Join/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
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1.Title of Security
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2. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction Code
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4. Securities Acquired (A) or Disposed of (D)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
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6. Ownership Form: Direct (D) or Indirect (I)
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7. Nature of Indirect Beneficial Ownership
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
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8. Price of Derivative Security
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
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11. Nature of Indirect Beneficial Ownership
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expriation Date
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Title
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Amount or Number of Shares
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Reporting Owners
Reporting Owner Name / Address |
Relationships |
Director
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10% Owner
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Officer
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Other
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Pedretti Andrea
4360 PARK TERRACE DRIVE,
SUITE 100
WESTLAKE VILLAGE, CA91361
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Chief Technology Officer
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Signatures
/s/ Timothy Maloche, Attorney-in-Fact
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2022-09-19
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**Signature of Reporting Person
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Date
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Explanation of Responses:
(*) |
If the form is filed by more than one reporting person, see Instruction 5(b)(v).
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(**) |
Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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(1) |
The Reporting Person received Restricted Stock Units ("RSUs") that represent a contingent right to receive one share of Common Stock for each RSU upon the satisfaction of applicable vesting conditions. The shares were issued pursuant to vested RSUs.
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(2) |
Represents the number of shares withheld by the Issuer to satisfy the tax withholding obligation in connection with the settlement of RSUs.
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(3) |
As payment for $2,195,200 of a personal loan, Mr. Pedretti granted to the lender a security interest in 1,083,760 shares of the issuer's common stock pursuant to stock pledge and transfer agreement dated December 4, 2019. This transaction represents a disposition in partial satisfaction of the reporting person's obligation to deliver such shares pursuant to such stock pledge and transfer agreement.
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(4) |
The Reporting Person received RSUs in connection with the merger described in that certain Business Combination Agreement and Plan of Reorganization, dated as of September 8, 2021, by and among Novus Capital Corporation II, now known as Energy Vault Holdings, Inc., NCCII Merger Corp. ("Merger Sub"), and Energy Vault, Inc. ("Energy Vault"), pursuant to which Merger Sub merged with and into Energy Vault, with Energy Vault surviving as a wholly-owned subsidiary of the Issuer (the "Merger")
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(5) |
The Reporting Person received RSUs in Issuer in exchange for, and pursuant to the assumption and conversion of, 345,967 restricted stock units of Energy Vault. Subject to the satisfaction of both a liquidity event requirement and service-based requirement, each RSU represents the contingent right to receive one share of the Issuer's Common Stock. The liquidity event requirement was satisfied upon the closing of the Merger. The RSUs will accordingly vest upon the satisfaction of the service-based requirement, which provides that the RSUs will vest or have vested as follows: with respect to 50% of the RSUs on the closing of the Merger, with respect to 25% of the RSUs vest on July 19, 2020 and with respect to 1/48th of the RSUs each month thereafter, subject to the Reporting Person's continuous service with the Issuer through each vesting date.
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Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
See Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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Energy Vault Holdings Inc. published this content on 19 September 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 19 September 2022 20:09:04 UTC.