Sec Form 4 Filing - Sznaider Ronald J. @ Novus Capital Corp II - 2022-02-11

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Sznaider Ronald J.
2. Issuer Name and Ticker or Trading Symbol
Novus Capital Corp II [ NXU]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O NOVUS CAPITAL CORPORATION II, 8556 OAKMONT LANE
3. Date of Earliest Transaction (MM/DD/YY)
02/11/2022
(Street)
INDIANAPOLIS, IN46260
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock, $0.0001 par value 02/11/2022 A 50,000( 1 ) A $ 10 50,000 I See Footnote( 2 )
Class A Common Stock, $0.0001 par value 02/11/2022 M 100,802( 3 ) A $ 0 100,802 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock, $0.0001 par value $ 0( 4 ) 02/11/2022 D 81,490( 5 ) ( 4 ) ( 4 ) Class A Common Stock 81,490 $ 0 100,802 D
Class B Common Stock, $0.0001 par value $ 0( 4 ) 02/11/2022 M 100,802( 3 ) ( 4 ) ( 4 ) Class A Common Stock 100,802 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Sznaider Ronald J.
C/O NOVUS CAPITAL CORPORATION II
8556 OAKMONT LANE
INDIANAPOLIS, IN46260
X
Signatures
/s/ Ronald J. Sznaider 02/11/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents 50,000 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.
( 2 )The shares are owned directly by the Ronald J. Sznaider and Michele A. Sznaider Living Trust dated August 14, 2020, and any amendments thereto (the "Trust"). Mr. Sznaider is a trustee of the Trust. Mr. Sznaider disclaims beneficial ownership of the securities held by the Trust except to the extent of his pecuniary interest therein.
( 3 )Upon the consummation of the issuer's business combination with Energy Vault, Inc. on February 11, 2022, 100,802 shares of Class B common stock owned by Mr. Sznaider automatically converted into an equal number of shares of Class A common stock.
( 4 )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.
( 5 )Represents the automatic forfeiture of 81,490 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.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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