SEC Info - Pedretti Andrea - ‘4’ for 9/15/22 re: Energy Vault Holdings, Inc.

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Pedretti Andrea

(Last)

(First)

(Middle)

4360 PARK TERRACE DRIVE,

SUITE 100

(Street)

WESTLAKE VILLAGE

91361

(City)

(State)

(Zip)

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 Technology Officer

3. Date of Earliest Transaction (Month/Day/Year)
9/15/22

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	9/15/22		M ⁽¹⁾		1,171,704	A	⁽¹⁾	1,817,448	D
Common Stock	9/15/22		F		545,302 ⁽²⁾	D	$4.21	1,272,146	D
Common Stock	9/15/22		J ⁽³⁾		145,671	D	⁽³⁾	1,126,475	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽⁴⁾	9/15/22		M			1,171,704	⁽⁵⁾	⁽⁵⁾	Common Stock	1,171,704	$0	1,171,703	D

Explanation of Responses:

(1) The Reporting Person received Restricted Stock Units ("RSUs") that represent a contingent right to receive one share of Common Stock for each RSU upon the satisfaction of applicable vesting conditions. The shares were issued pursuant to vested RSUs.

(2) Represents the number of shares withheld by the Issuer to satisfy the tax withholding obligation in connection with the settlement of RSUs.

(3) As payment for $2,195,200 of a personal loan, Mr. Pedretti granted to the lender a security interest in 1,083,760 shares of the issuer's common stock pursuant to stock pledge and transfer agreement dated December 4, 2019. This transaction represents a disposition in partial satisfaction of the reporting person's obligation to deliver such shares pursuant to such stock pledge and transfer agreement.

(4) The Reporting Person received RSUs 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., 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")

(5) The Reporting Person received RSUs in Issuer in exchange for, and pursuant to the assumption and conversion of, 345,967 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 vest on July 19, 2020 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.

	/s/ Timothy Maloche, Attorney-in-Fact	9/19/22
	** Signature of Reporting Person	Date
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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

____________ Transaction Codes:
F	Payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3.
J	Other acquisition or disposition.
M	Exercise or conversion of derivative security exempted pursuant to Rule 16b-3.

Pedretti Andrea – ‘4’ for 9/15/22 re: Energy Vault Holdings, Inc.

On: Monday, 9/19/22, at 4:05pm ET · For: 9/15/22 · As: Officer · Accession #: 1104659-22-101168 · File #: 1-39982

Previous ‘4’: ‘4’ on 8/19/22 for 8/18/22 · Next: ‘4’ on 12/20/22 for 12/16/22 · Latest: ‘4’ on 9/13/23 for 9/11/23

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34

Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Pedretti Andrea – ‘4’ for 9/15/22 re: Energy Vault Holdings, Inc.

On: Monday, 9/19/22, at 4:05pm ET · For: 9/15/22 · As: Officer · Accession #: 1104659-22-101168 · File #: 1-39982

Previous ‘4’: ‘4’ on 8/19/22 for 8/18/22 · Next: ‘4’ on 12/20/22 for 12/16/22 · Latest: ‘4’ on 9/13/23 for 9/11/23

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34

Filing Table of Contents