Form 4 Energy Vault Holdings, For: May 12 Filed by: GROSS WILLIAM

May 16, 2022 9:02 PM EDT

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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 *
GROSS WILLIAM

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

(Street)
WESTLAKE VILLAGE CA 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)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/12/2022
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)
Code V Amount (A) or (D) Price
Common Stock 05/12/2022   J (1)   5,402,950 A $ 0 5,402,950 I Held by Gross Goodstein Living Trust dated April 18, 2006
Common Stock 05/12/2022   J (2)   13,848,605 D $ 0 1,734,943 I Held by Idealab Studio, LLC
Common Stock 05/12/2022   J (3)   1,483,390 A $ 0 1,483,390 I Held by Idealab Holdings, LLC
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Represents an acquisition of securities from an in-kind distribution from Idealab Studio, LLC to its members, and not a purchase or sale, without additional consideration paid, and is therefore an exempt, non-matchable acquisition pursuant to Section 16(b). Mr. Gross is co-Trustee together with his wife of the Gross Goodstein Living Trust dated April 18, 2006 (the "Trust") and may be deemed to have beneficial ownership of the securities held the Trust. Mr. Gross disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
2. Represents a disposition of securities from an in-kind distribution, and not a purchase or sale, without additional consideration paid.
3. Represents an acquisition of securities from an in-kind distribution from Idealab Studio, LLC to its members, and not a purchase or sale, without additional consideration paid, and is therefore an exempt, non-matchable acquisition pursuant to Section 16(b). Idealab Holdings, LLC ("Holdings") is a wholly-owned subsidiary of Idealab, a California corporation. Idealab is managed by a board of directors consisting of Bill Gross, Marcia Goodstein (Mr. Gross's wife), Renee LaBran and Bob Kavner, and no single person has voting or dispositive authority over the securities reported herein. Mr. Gross may be deemed to share beneficial ownership of the securities held by Holdings. Mr. Gross disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
/s/ Daniel Gunning, Attorney-in-Fact 05/16/2022
** 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.
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