Sec Form 4 Filing - Wiese Christopher @ Energy Vault Holdings, Inc. - 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
Wiese Christopher
2. Issuer Name and Ticker or Trading Symbol
Energy Vault Holdings, Inc. [ NRGV]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Operating Officer
(Last) (First) (Middle)
4360 PARK TERRACE DRIVE, SUITE 100
3. Date of Earliest Transaction (MM/DD/YY)
02/11/2022
(Street)
WESTLAKE VILLAGE, CA93161
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
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
Restricted Stock Units( 1 ) ( 2 ) 02/11/2022 A 169,337 ( 2 ) ( 2 ) Common Stock 169,337 $ 0 169,337 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Wiese Christopher
4360 PARK TERRACE DRIVE, SUITE 100
WESTLAKE VILLAGE, CA93161
Chief Operating Officer
Signatures
/s/ Daniel Gunning, Attorney-in-Fact 02/15/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )In connection with the merger described in that certain Business Combination Agreement and Plan of Reorganization, dated as of September 8, 2021, by and among Novus Capital Corporation II, now known as Energy Vault Holdings, Inc. ("Energy Vault Holdings") (the "Issuer"), NCCII Merger Corp. ("Merger Sub"), and Energy Vault, Inc. ("Energy Vault"), pursuant to which Merger Sub merged with and into Energy Vault, with Energy Vault surviving as a wholly-owned subsidiary of the Issuer (the "Merger").
( 2 )In connection with the Merger, the Reporting Person received restricted stock units ("RSUs") in Issuer in exchange for, and pursuant to the assumption and conversion of, 25,000 restricted stock units of Energy Vault. Subject to the satisfaction of both a liquidity event requirement and service-based requirement, each RSU represents the contingent right to receive one share of the Issuer's Common Stock. The liquidity event requirement was satisfied upon the closing of the Merger. The RSUs will accordingly vest upon the satisfaction of the service-based requirement, which provides that the RSUs will vest or have vested as follows: with respect to 50% of the RSUs on the closing of the Merger, with respect to 25% of the RSUs on April 30, 2022, and with respect to 1/48th of the RSUs each month thereafter, subject to the Reporting Person's continuous service with the Issuer through each vesting date.

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