Sec Form 4 Filing - Klaff Hersch @ Novus Capital Corp II - 2022-02-11

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 Klaff Hersch 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 170,000( 1 ) A $ 10 170,000 D Class A Common Stock, $0.0001 par value 02/11/2022 A 80,000( 2 ) A $ 10 80,000 I See Footnote( 3 ) Class A Common Stock, $0.0001 par value 02/11/2022 M 718,222( 4 ) A $ 0 798,222 I See Footnote( 5 )

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( 6 ) 02/11/2022 D 580,606( 7 ) ( 6 ) ( 6 ) Class A Common Stock 580,606 $ 0 718,222 I See Footnote( 5 ) Class B Common Stock, $0.0001 par value $ 0( 6 ) 02/11/2022 M 718,222( 4 ) ( 6 ) ( 6 ) Class A Common Stock 718,222 $ 0 0 I See Footnote( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Klaff Hersch C/O NOVUS CAPITAL CORPORATION II 8556 OAKMONT LANE INDIANAPOLIS, IN46260 X Signatures /s/ Hersch Klaff 02/11/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents (i) 140,000 shares of Class A common stock purchased by Hersch M. Klaff IRA and (ii) 30,000 shares of Class A common stock purchased by Hersch M. Klaff Roth IRA 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 )Represents 80,000 shares purchased by the Klaff Family Foundation from the issuer in a private placement transaction for $10.00 per share. ( 3 )The shares are owned directly by the Klaff Family Foundation. Mr. Klaff is the President of the Klaff Family Foundation. Mr. Klaff disclaims beneficial ownership of the securities held by the Klaff Family Foundation except to the extent of his pecuniary interest therein. ( 4 )Upon the consummation of the issuer's business combination with Energy Vault, Inc. on February 11, 2022, 598,518 shares of Class B common stock owned by directly by KNC I LLC and 119,704 shares of Class B common stock owned directly by KNC II LLC automatically converted into an equal number of shares of Class A common stock. ( 5 )The shares are owned directly by KNC I LLC and KNC II LLC. Mr. Klaff has control over the investment manager of KNC I LLC. Mr. Klaff has control over the manager for KNC II LLC. He disclaims beneficial ownership of the securities held by KNC I LLC and KNC II LLC except to the extent of his pecuniary interest therein. ( 6 )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. ( 7 )Represents the automatic forfeiture of 483,839 shares of Class B common stock by KNC I LLC and 96,767 shares of Class B common stock by KNC II LLC for no additional consideration in connection with the closing of the issuer's business combination with Energy Vault, Inc.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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

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