Initial Statement of Beneficial Ownership (3)
27 Luglio 2021 - 12:01AM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
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General Catalyst GP V, LLC |
2. Date of Event Requiring Statement (MM/DD/YYYY)
7/16/2021
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3. Issuer Name and Ticker or Trading Symbol
Evolv Technologies Holdings, Inc. [EVLV]
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(Last)
(First)
(Middle)
C/O GENERAL CATALYST PARTNERS, 20 UNIVERSITY ROAD 4TH FLOOR |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director ___X___ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Street)
CAMBRIDGE, MA 02138
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
| 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4) | 2. Amount of Securities Beneficially Owned
(Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) | 4. Nature of Indirect Beneficial Ownership
(Instr. 5) |
| Class A Common Stock | 12774845 (1) | I | By General Catalyst Group V, L.P. (2) |
| Class A Common Stock | 271865 (1) | I | By GC Entrepreneurs Fund V, L.P. (3) |
| Class A Common Stock | 279438 (1) | I | By General Catalyst Group V, Supplemental, L.P. (4)(5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4) | 2. Date Exercisable and Expiration Date
(MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) | 6. Nature of Indirect Beneficial Ownership
(Instr. 5) |
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Performance Rights | (6) | (6) | Class A Common Stock | 1540903 | (6) | I | By General Catalyst Group V, L.P. (2) |
| Performance Rights | (6) | (6) | Class A Common Stock | 32725 | (6) | I | By GC Entrepreneurs Fund IV, L.P. (3) |
| Performance Rights | (6) | (6) | Class A Common Stock | 26881 | (6) | I | By General Catalyst Group V, Supplemental, L.P. (4)(5) |
| Explanation of Responses: |
| (1) | The Reporting Person acquired a portion of 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") and the other portion of these securities on July 16, 2021, pursuant to that certain Noteholders' Consent dated June 21, 2021, by and among the noteholders identified therein, NewHold Investments Corp. and Old Evolv, entered into in connection with the Merger Agreement. |
| (2) | The reported securities are held directly by General Catalyst Group V, L.P. General Catalyst GP V, LLC is the general partner of General Catalyst Partners V, L.P., which is the general partner of General Catalyst Group V, L.P. and GC Entrepreneurs Fund V, L.P. Lawrence Bohn, a member of Issuer's board of directors, Joel Cutler, and David Fialkow are managing directors of General Catalyst GP V, LLC, and, as a result, may be deemed to have voting and dispositive power over the shares held by General Catalyst Group V, L.P. and GC Entrepreneurs Fund V, L.P. Each of the reporting persons and entities disclaims beneficial ownership of the reported securities except to the extent of such person's or entity's pecuniary interest in such securities. |
| (3) | The reported securities are held directly by GC Entrepreneurs Fund V, L.P. General Catalyst GP V, LLC is the general partner of General Catalyst Partners V, L.P., which is the general partner of General Catalyst Group V, L.P. and GC Entrepreneurs Fund V, L.P. Lawrence Bohn, a member of Issuer's board of directors, Joel Cutler, and David Fialkow are managing directors of General Catalyst GP V, LLC, and, as a result, may be deemed to have voting and dispositive power over the shares held by General Catalyst Group V, L.P. and GC Entrepreneurs Fund V, L.P. Each of the reporting persons and entities disclaims beneficial ownership of the reported securities except to the extent of such person's or entity's pecuniary interest in such securities. |
| (4) | The reported securities are held directly by General Catalyst Group V Supplemental, L.P. General Catalyst GP V, LLC is the general partner of General Catalyst Partners V, L.P., which is the general partner of General Catalyst Group V, L.P., GC Entrepreneurs Fund V, L.P. and General Catalyst Group V Supplemental, L.P. Lawrence Bohn, a member of Issuer's board of directors, Joel Cutler, and David Fialkow are managing directors of General Catalyst GP V, LLC, and, as a result, may be deemed to have voting and dispositive power over the shares held by General Catalyst Group V, L.P., GC Entrepreneurs Fund V, L.P., and General Catalyst Group V Supplemental, L.P. GCGM Investment Holdings, L.P. is a limited partner of General Catalyst Partners V, L.P. with a pecuniary interest in the reported securities. |
| (5) | (Continued from Footnote 5) GC Partners Holdings, L.P. is a limited partner of GCGM Investment Holdings, L.P. with a pecuniary interest in the reported securities. Each of the reporting persons and entities disclaims beneficial ownership of the reported securities except to the extent of such person's or entity's pecuniary interest in such securities |
| (6) | 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. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
General Catalyst GP V, LLC
C/O GENERAL CATALYST PARTNERS
20 UNIVERSITY ROAD 4TH FLOOR
CAMBRIDGE, MA 02138 |
| X |
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General Catalyst Group V LP
C/O GENERAL CATALYST GROUP MANAGEMENT LL
20 UNIVERSITY ROAD STE 450
CAMBRIDGE, MA 02138 |
| X |
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GC Entrepreneurs Fund V, LP
C/O GENERAL CATALYST PARTNERS
20 UNIVERSITY ROAD 4TH FLOOR
CAMBRIDGE, MA 02138 |
| X |
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General Catalyst Group V Supplemental LP
C/O GENERAL CATALYST PARTNERS
20 UNIVERSITY ROAD 4TH FLOOR
CAMBRIDGE, MA 02138 |
| X |
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GC Partners Holdings, LP
C/O GENERAL CATALYST PARTNERS
20 UNIVERSITY ROAD 4TH FLOOR
CAMBRIDGE, MA 02138 |
| X |
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GCGM Investment Holdings, LP
C/O GENERAL CATALYST PARTNERS
20 UNIVERSITY ROAD 4TH FLOOR
CAMBRIDGE, MA 02138 |
| X |
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Fialkow David P
C/O GENERAL CATALYST PARTNERS
20 UNIVERSITY ROAD 4TH FLOOR
CAMBRIDGE, MA 02138 |
| X |
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Cutler Joel E
C/O GENERAL CATALYST PARTNERS
20 UNIVERSITY ROAD 4TH FLOOR
CAMBRIDGE, MA 02138 |
| X |
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Taneja Hemant
C/O GENERAL CATALYST PARTNERS
20 UNIVERSITY ROAD 4TH FLOOR
CAMBRIDGE, MA 02138 |
| X |
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Signatures
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| General Catalyst GP V, LLC, the General Partner for General Catalyst Partners V, L.P., the General Partner for General Catalyst Group V, L.P.; By: /s/ Christopher McCain, Chief Legal Officer | | 7/20/2021 |
| **Signature of Reporting Person | Date |
| General Catalyst Partners V, L.P., By: General Catalyst GP V, LLC, its General Partner, By: /s/ Christopher McCain, Chief Legal Officer | | 7/20/2021 |
| **Signature of Reporting Person | Date |
| GC Entrepreneurs Fund V, L.P., By: General Catalyst Partners V, L.P., Its General Partner, By: General Catalyst GP V, LLC, Its General Partner; By: /s/ Christopher McCain, Chief Legal Officer | | 7/20/2021 |
| **Signature of Reporting Person | Date |
| General Catalyst Group V Supplemental, L.P., By: General Catalyst Partners V, L.P., its General Partner, By: General Catalyst GP V, LLC, its General Partner' By: /s/ Christopher McCain, Chief Legal Officer | | 7/20/2021 |
| **Signature of Reporting Person | Date |
| GC Partners Holdings, L.P.; By: General Catalyst Group Management Holdings GP, LLC, its General Partner; By: /s/ Christopher McCain, Chief Legal Officer | | 7/20/2021 |
| **Signature of Reporting Person | Date |
| GCGM Investment Holdings, L.P., By: General Catalyst Group Management Holdings GP, LLC, its General Partner; By: /s/ Christopher McCain, Chief Legal Officer | | 7/20/2021 |
| **Signature of Reporting Person | Date |
| /s/ Christopher McCain, attorney-in-fact for David Fialkow | | 7/20/2021 |
| **Signature of Reporting Person | Date |
| /s/ Christopher McCain, attorney-in-fact for Joel Cutler | | 7/20/2021 |
| **Signature of Reporting Person | Date |
| /s/ Christopher McCain, attorney-in-fact for Hemant Taneja | | 7/20/2021 |
| **Signature of Reporting Person | Date |
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