Sec Form 4 Filing - DONARGO VINCENT @ 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
DONARGO VINCENT
2. Issuer Name and Ticker or Trading Symbol
Novus Capital Corp II [ NXU]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Financial Officer
(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 M 201,606( 1 ) A $ 0 201,606 I See Footnote( 2 )
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( 3 ) 02/11/2022 D 162,977( 4 ) ( 3 ) ( 3 ) Class A Common Stock 162,977 $ 0 201,606 I See Footnote( 2 )
Class B Common Stock, $0.0001 par value $ 0( 3 ) 02/11/2022 M 201,606( 1 ) ( 3 ) ( 3 ) Class A Common Stock 201,606 $ 0 0 I See Footnote( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
DONARGO VINCENT
C/O NOVUS CAPITAL CORPORATION II
8556 OAKMONT LANE
INDIANAPOLIS,, IN46260
Chief Financial Officer
Signatures
/s/ Vincent Donargo 02/11/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Upon the consummation of the issuer's business combination with Energy Vault, Inc. on February 11, 2022, 201,606 shares of Class B common stock owned by V Donargo LLC automatically converted into an equal number of shares of Class A common stock. 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 V Donargo LLC. Mr. Donargo is the Chief Financial Officer of V Donargo LLC. Mr. Donargo disclaims beneficial ownership of the securities held by V Donargo LLC except to the extent of his pecuniary interest therein.
( 3 )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.
( 4 )Represents the automatic forfeiture of 162,977 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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