UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Evolv Technologies Holdings, Inc.
(Name of Issuer)
Class A Common Stock, par value $0.0001 par value
(Title of Class of Securities)
30049H102
(CUSIP Number)
Michael Philip Ellenbogen
Chief Innovation Officer and Founder
c/o Evolv Technologies Holdings, Inc.
500 Totten Pond Road, 4th Floor,
Waltham, Massachusetts 02451
(781) 374-8100
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 30, 2023
(Date of Event Which Requires Filing of this
Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(e), Rule
13d-1(f) or Rule 13d-1(g), check the following box. [
]
Note:
Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule
13d-7(b) for other parties to whom copies are to be
sent.
_____________
* The remainder of this cover page shall be filled out for a
reporting person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
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CUSIP No. 30049H102 |
13D |
Page 1 of 1 pages
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1 |
Names of Reporting Persons
Michael Philip Ellenbogen
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2 |
Check the Appropriate Box if a Member of a
Group (a) [ ]
(b) [ ]
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3 |
SEC Use Only
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4 |
Source of Funds (See Instructions)
OO
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5 |
Check if disclosure of legal proceedings is required pursuant to
Items 2(d) or 2(e) [ ]
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6 |
Citizenship or Place of Organization
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
7 |
Sole Voting Power
5,234,655
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8 |
Shared Voting Power
2,411,122
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9 |
Sole Dispositive Power
5,234,655
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10 |
Shared Dispositive Power
2,411,122
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11 |
Aggregate Amount Beneficially Owned by Each Reporting
Person
7,645,777
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12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares [
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13 |
Percent of Class Represented by Amount in Row (11)
5.2%
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14 |
Type of Reporting Person
IN
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Item 1. Security and Issuer.
This statement on Schedule 13D (the
“Schedule 13D”) relates to the Class A Common Stock, par value
$0.0001 per share (the “Class A Common Stock”), of Evolv
Technologies Holdings, Inc., a Delaware corporation (the “Issuer”),
whose principal executive offices are located at 500 Totten Pond
Road, 4th Floor, Waltham, Massachusetts 02451.
Item 2. Identity and
Background.
The Schedule 13D is being filed by Michael Philip Ellenbogen (the
“Reporting Person”).
The Reporting Person is a citizen of the United States. The
business address of the Reporting Person is 500 Totten Pond Road,
4th Floor, Waltham, Massachusetts 02451. The principal occupation
of the Reporting Person is serving as the Chief Innovation Officer
and Founder and a director of the Issuer.
During the last five years, the Reporting Person has not been (i)
convicted in any criminal proceeding (excluding traffic violations
or similar misdemeanors) or (ii) a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a
result of such proceeding was or is subject to a judgment, decree
or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
Item 3. Source
and Amount of Funds or Other Consideration.
Item 4 below summarizes certain provisions of the Merger Agreement
(as defined below) that pertain to the securities acquired by the
Reporting Person. Pursuant to the Merger Agreement, upon
consummation of the Business Combination (as defined below), the
Reporting Person received 2,856,988 shares of Class A Common Stock
and options to purchase 2,278,580 shares of Class A Common Stock
and the Family Horizon Trust and the E Ventures Trust, trusts
controlled by the Reporting Person, received 151,135 shares of
Class A Common Stock and 2,259,987 shares of Class A Common Stock,
respectively, over which the Reporting Person may be deemed to have
sole or shared beneficial ownership as a result of his position as
co-trustee of such trusts.
On September 27, 2021, subsequent to the closing of the Business
Combination, the Reporting Person was granted 500 restricted stock
units (“RSUs”) as compensation under the Company’s 2021 Incentive
Award Plan (the “2021 Plan”), which settle, upon vesting, in an
equivalent amount of shares of Class A Common Stock, as an
executive officer of the Issuer, and vested on September 21,
2022.
On March 1, 2022, the Reporting Person was granted as compensation
under the 2021 Plan (i) 143,266 RSUs, which vest in three equal
installments commencing on March 1, 2023 and settle, upon vesting,
in an equivalent amount of shares of Class A Common Stock, and (ii)
215,517 options to purchase an equivalent amount of shares of Class
A Common Stock, which vest and become exercisable as to 25% of the
underlying shares on March 1, 2023 and in twelve equal quarterly
installments thereafter.
On March 31, 2022, the Reporting Person was granted 5,000
performance-based RSUs as compensation under the 2021 Plan. 50% of
the performance-based RSUs vested on January 1, 2023 based on
achieving an annual bookings goal for the fiscal year ended
December 31, 2022 and the Reporting Person received 2,500 shares of
Class A Common Stock of the Issuer. The
remaining RSUs will vest on January 1, 2024, subject to the
Reporting Person’s continued employment through such vesting
date.
Item 4. Purpose of Transaction.
Business Combination
On July 16, 2021, pursuant to the Agreement
and Plan of Merger, dated March 5, 2021, with NHIC Sub Inc.
(“Merger Sub”), a wholly-owned subsidiary of NewHold Investment
Corp. (“NHIC”), and Evolv Technologies, Inc. d/b/a Evolv
Technology, Inc. (“Legacy Evolv”), as amended by that certain First
Amendment to Agreement and Plan of Merger, dated June 5, 2021, by
and among NHIC, Merger Sub and Legacy Evolv (the “Amendment” and as
amended, the “Merger Agreement”), Merger Sub was merged with and
into Legacy Evolv, which survived the merger as a wholly-owned
subsidiary of NHIC (the “Business Combination”). Upon the closing
of the Business Combination, NHIC changed its name to Evolv
Technologies Holdings, Inc. As a result of the Business
Combination, the stockholders of Legacy Evolv became stockholders
of the Issuer and each outstanding share of common stock and
preferred stock of Legacy Evolv was converted into the right to
receive shares of Class A Common Stock on a one-to-0.378 basis in
accordance with the Merger Agreement and the options to purchase
shares of common stock of Legacy Evolv were converted into options
to purchase shares of Class A Common Stock equal to the number of
shares subject to such options prior to the closing the Business
Combination.
Pursuant to the Merger Agreement, upon
consummation of the Business Combination, the Reporting Person
received 2,856,988 shares of Class A Common Stock and options to
purchase 2,278,580 shares of Class A Common Stock and the Family
Horizon Trust and the E Ventures Trust, trusts controlled by the
Reporting Person, received 151,135 shares of Class A Common Stock
and 2,259,987 shares of Class A Common Stock, respectively, over
which the Reporting Person may be deemed to have sole or shared
beneficial ownership as a result of his position as co-trustee of
such trusts. In addition, pursuant to the Merger Agreement, the
Reporting Person, the Family Horizon Trust and the E Ventures Trust
respectively received 613,223, 18,278 and 273,313 performance
rights subject to forfeiture, which will vest and convert into an
equal number of shares of Class A Common Stock, in three
substantially equal installments if the Class A Common Stock
achieves a price per share for any period of 20 trading days out of
30 consecutive trading days prior to March 5, 2026 that equals or
exceeds the following thresholds: $12.50, $15.00 and
$17.50.
10b5-1 Trading Plan
On December 16, 2022, the Reporting Person
entered into a trading plan (the “Trading Plan”) pursuant to Rule
10b5-1 under the Securities Exchange Act of 1934, as amended, with
the intent to achieve the investment objectives of broader
diversification of investments, while reducing the risk of over
concentration in a particular investment. Pursuant to the Trading
Plan, a broker dealer will make periodic sales of up to an
aggregate of 1,000,000 sales of shares of Class A Common Stock on
behalf of the Reporting Person.
General
The Reporting Person acquired the securities described in this
Schedule 13D for investment purposes and intends to review his
investments in the Issuer on a continuing basis. Any actions the
Reporting Person might undertake may be made at any time and from
time to time without prior notice and will be dependent upon the
Reporting Person’s review of numerous factors, including, but not
limited to: an ongoing evaluation of the Issuer’s business,
financial condition, operations and prospects; price levels of the
Issuer’s securities; general market, industry and economic
conditions; the relative attractiveness of alternative business and
investment opportunities; and other future
developments.
The Reporting Person may acquire additional securities of the
Issuer, or retain or sell all or a portion of the securities then
held, in the open market or in privately negotiated transactions.
In addition, the Reporting Person may engage in discussions with
management, the board of directors, other stockholders of the
Issuer and other relevant parties regarding potential changes in
the operations, management, or capital structure of the Issuer as a
means of enhancing stockholder value, or consider and explore
and/or encourage such other persons to consider or explore
potential corporate transactions involving the Issuer and its
securities including, among other things: mergers, reorganizations
or other business combination transactions, including transactions
that could result in the de-listing or de-registration of the Class
A Common Stock; sales or acquisitions of assets or businesses;
changes to the capitalization or dividend policy of the Issuer; or
other material changes to the Issuer’s business or corporate
structure. Although the Reporting Person may engage in the transfer
of securities of the Issuer to entities controlled by them for
estate planning purposes from time to time, the Reporting Person
has no current plans to sell Class A Common Stock owned by the
Reporting Person for cash or to support corporate transactions that
would result in a loss of the Reporting Person’s position with the
Issuer.
Other than as described above, the Reporting Person does not
currently have any plans or proposals that relate to, or would
result in, any of the matters listed in Items 4(a)–(j) of Schedule
13D, although, depending on the factors discussed herein, the
Reporting Person may change his purpose or formulate different
plans or proposals with respect thereto at any time.
Item 5. Interest in Securities of the
Issuer.
(a) – (b)
The following sets forth, as of the date of this Schedule 13D, the
aggregate number of shares of Class A Common Stock and percentage
of Class A Common Stock beneficially owned by the Reporting Person,
as well as the number of shares of Class A Common Stock as to which
the Reporting Person has the sole power to vote or to direct the
vote, shared power to vote or to direct the vote, sole power to
dispose or to direct the disposition, or shared power to dispose or
to direct the disposition of, as of the date hereof, based on
145,892,870 shares of Class A Common Stock outstanding as of
January 30, 2023 based on information provided to the Reporting
Person by the Issuer.
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Reporting Person |
Amount
beneficially
owned
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Percent
of class
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Sole power to vote or to direct the vote |
Shared power to vote or to direct the vote |
Sole power to dispose or to direct the disposition |
Shared
power to
dispose or
to direct
the
disposition
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Michael Philip Ellenbogen |
7,645,777 |
5.2% |
5,234,655 |
2,411,122 |
5,234,655 |
2,411,122 |
The Reporting Person is the record holder of 2,858,874 shares of
Class A Common Stock, options to purchase 2,328,031 shares of Class
A Common Stock that are currently exercisable or which will vest
within 60 days, and 47,750 shares of Class A Common Stock issuable
upon the settlement of RSUs that will vest within 60 days. In
addition, as a result of his position as co-trustee, the Reporting
Person may be deemed to have sole or shared beneficial ownership of
(i) 151,135 shares of Class A Common Stock Family Horizon Trust and
(ii) 2,259,987 shares of Class A Common Stock held by E Ventures
Trust.
(c) Other than sales made on January 5, 2023
to cover withholding taxes and fees in connection with the vesting
of performance-based RSUs, the Reporting Person has not effected
any transactions in the Class A Common Stock during the past 60
days.
(d) None.
(e) Not applicable.
Item 6. Contracts, Arrangements,
Understandings or Relationships with Respect to Securities of the
Issuer.
Item 4 above summarizes certain provisions
of the Trading Plan and is incorporated herein by reference. The
Form of Trading Plan is attached as Exhibit 1 and is incorporated
herein by reference.
Except as set forth herein, the Reporting
Person does not have any contracts, arrangements, understandings or
relationships (legal or otherwise) with any person with respect to
any securities of the Issuer, including, but not limited to, any
contracts, arrangements, understandings or relationships concerning
the transfer or voting of such securities, finder’s fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of
profits, division of profits or losses, or the giving or
withholding of proxies.
Item 7. Materials to be Filed as
Exhibits
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Exhibit Number |
Description |
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1 |
Form of Trading Plan |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
Date: January
30, 2023
/s/ Michael
Ellenbogen
Michael Ellenbogen
Evolv Technologies (NASDAQ:EVLV)
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