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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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Terruzzin Marco 4360 PARK TERRACE DRIVE, SUITE 100 WESTLAKE VILLAGE, CA 91361 |
Chief Product Officer |
/s/ Daniel Gunning, Attorney-in-Fact | 07/08/2022 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | On July 23, 2021, the Reporting Person sold 20,000 shares to a third party for $1.8 million in aggregate consideration pursuant to a stock purchase agreement (the "SPA"). The SPA provided that, for no further consideration, the Reporting Person would transfer additional shares to the third party purchaser if the initial public listing price of Energy Vault, Inc., a Delaware corporation ("Legacy Energy Vault") did not achieve a certain minimum share price target, and the Reporting Person agreed to transfer an additional 9,500 shares of Legacy Energy Vault's common stock to the third party purchaser. |
(2) | On February 11, 2022, the Issuer's business combination with Legacy Energy Vault closed (the "Closing"), and each share of Legacy Energy Vault's common stock was converted into the right to receive 6.7735 shares of the Issuer's common stock pursuant to the terms of that certain Business Combination Agreement and Plan of Reorganization, dated September 8, 2021, by and between Issuer, NCCII Merger Corp., a wholly owned subsidiary of the Issuer, and Legacy Energy Vault. This did not meet the minimum share price target and on July 6, 2022, the Reporting Person transferred 64,348 shares to the third party purchaser (which reflected the effect of the exchange ratio in the merger), which shares are subject to same transfer restrictions provided by the lock-up agreements that the Issuer entered into with the third party purchaser and certain other equityholders of the Issuer and Legacy Energy Vault in connection with the Closing. |