Hersch Klaff - Feb 11, 2022 Form 4 Insider Report for Novus Capital Corp II (NRGV)

Role: Director
Signature: /s/ Hersch Klaff
Stock symbol: NRGV
Transactions as of: Feb 11, 2022
Transactions value $: $2,500,000
Form type: 4
Date filed: 2/11/2022, 04:13 PM
Previous filing: Feb 14, 2022
Next filing: Mar 2, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	NRGV	Class A Common Stock, $0.0001 par value	Award	$1.7M	+170K		$10.00	170K	Feb 11, 2022	Direct	F1
transaction	NRGV	Class A Common Stock, $0.0001 par value	Award	$800K	+80K		$10.00	80K	Feb 11, 2022	See Footnote	F2, F3
transaction	NRGV	Class A Common Stock, $0.0001 par value	Options Exercise	$0	+718K	+897.78%	$0.00	798K	Feb 11, 2022	See Footnote	F4, F5

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	NRGV	Class B Common Stock, $0.0001 par value	Disposed to Issuer	$0	-581K	-44.7%	$0.00	718K	Feb 11, 2022	Class A Common Stock	581K	$0.00	See Footnote	F5, F6, F7
transaction	NRGV	Class B Common Stock, $0.0001 par value	Options Exercise	$0	-718K	-100%	$0.00^*	0	Feb 11, 2022	Class A Common Stock	718K	$0.00	See Footnote	F4, F5, F6

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Hersch Klaff is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	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.
F2	Represents 80,000 shares purchased by the Klaff Family Foundation from the issuer in a private placement transaction for $10.00 per share.
F3	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.
F4	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.
F5	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.
F6	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.
F7	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.