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Form 3 Energy Vault Holdings, For: Nov 16 Filed by: van Gaalen Jan Kees

November 28, 2022 9:02 PM EST

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FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person *
van Gaalen Jan Kees

(Last) (First) (Middle)
4360 PARK TERRACE DRIVE
SUITE 100

(Street)
WESTLAKE VILLAGE CA 91361

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
11/16/2022
3. Issuer Name and Ticker or Trading Symbol
Energy Vault Holdings, Inc. [ NRGV ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Financial Officer
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units   (1)   (2) Common Stock 250,000 (2) D  
Restricted Stock Units   (3)   (2) Common Stock 350,000 (2) D  
Explanation of Responses:
1. The RSUs vest as to 25% of the underlying shares on November 30, 2023, and as to the remaining of the underlying shares in 12 substantially similar quarterly installments thereafter.
2. 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 RSUs do not expire.
3. The RSUs will vest as to 33% of the underlying shares upon the achievement of each of the Issuer's share price achieving a daily closing trading price at or above $11.00, $13.00, and $15.00 per share for 20 trading days within any 30 trading day period during the period beginning on November 30, 2023 and ending on November 30, 2026.
Remarks:
Exhibit 24 - Power of Attorney.
/s/ Timothy Maloche, Attorney-in-Fact 11/28/2022
** 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.

ATTACHMENTS / EXHIBITS

EXHIBIT 24



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