4//SEC Filing
Foster Jeffrey D 4
Accession 0001104659-22-020662
CIK 0001828536other
Filed
Feb 10, 7:00 PM ET
Accepted
Feb 11, 5:10 PM ET
Size
13.2 KB
Accession
0001104659-22-020662
Insider Transaction Report
Form 4
Foster Jeffrey D
Director
Transactions
- Award
Class A Common Stock, $0.0001 par value
2022-02-11$10.00/sh+275,000$2,750,000→ 275,000 total(indirect: See Footnote) - Exercise/Conversion
Class A Common Stock, $0.0001 par value
2022-02-11+534,256→ 809,256 total(indirect: See Footnote) - Disposition to Issuer
Class B Common Stock, $0.0001 par value
2022-02-11−431,890→ 534,256 total(indirect: See Footnote)Exercise: $0.00→ Class A Common Stock (431,890 underlying) - Exercise/Conversion
Class B Common Stock, $0.0001 par value
2022-02-11−534,256→ 0 total(indirect: See Footnote)Exercise: $0.00→ Class A Common Stock (534,256 underlying)
Footnotes (6)
- [F1]Represents 275,000 shares of Class A common stock purchased from the issuer in a private placement transaction for $10.00 per share. In connection with the issuer's business combination with Energy Vault, Inc., the issuer changed its name to Energy Vault Holdings, Inc.
- [F2]The shares are owned directly by the Jeffrey Foster Living Trust (the "Trust"). Mr. Foster is a trustee of the Trust. Mr. Foster disclaims beneficial ownership of the securities held by the Trust except to the extent of his pecuniary interest therein.
- [F3]Upon the consummation of the issuer's business combination with Energy Vault, Inc. on February 11, 2022, 534,256 shares of Class B common stock owned by New Frontier LLC automatically converted into an equal number of shares of Class A common stock.
- [F4]The shares are owned directly by New Frontier LLC. Mr. Foster is a manager of New Frontier LLC. He disclaims beneficial ownership of the securities held by New Frontier LLC except to the extent of his pecuniary interest therein.
- [F5]As described in the issuer's registration statement on Form S-4 (File No. 333-260307) under the heading "Description of Securities--Founder Shares," shares of Class B common stock, par value $0.0001 per share, of the issuer automatically convert into shares of Class A common stock, par value $0.0001 per share, of the issuer at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to certain adjustment, and have no expiration date.
- [F6]Represents the automatic forfeiture of 431,890 shares of Class B common stock for no additional consideration in connection with the closing of the issuer's business combination with Energy Vault, Inc.
Documents
Issuer
Novus Capital Corp II
CIK 0001828536
Entity typeother
Related Parties
1- filerCIK 0001843040
Filing Metadata
- Form type
- 4
- Filed
- Feb 10, 7:00 PM ET
- Accepted
- Feb 11, 5:10 PM ET
- Size
- 13.2 KB