SEC FORM 4

SEC FORM 4 SEC Form 4

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^*

Elkus Henry

(Last)

(First)

(Middle)

4360 PARK TERRACE DRIVE, SUITE 100

(Street)

WESTLAKE VILLAGE

93161

(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	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/11/2022

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)
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⁽¹⁾	02/11/2022		A		1,608,009	A	⁽²⁾	1,608,009	I	Held by Helena ZePak EV LLC
Common Stock⁽¹⁾	02/11/2022		A		4,715,887	A	⁽³⁾	4,715,887	I	Held by HSI Energy Vault I LLC
Common Stock⁽¹⁾	02/11/2022		A		1,867,677	A	⁽⁴⁾	1,867,677	I	Held by HSI Energy Vault II LLC
Common Stock⁽¹⁾	02/11/2022		A		233,455	A	⁽⁵⁾	233,455	I	Held by HSI EV Brasil LLC
Common Stock⁽¹⁾	02/11/2022		A		1,190,327	A	⁽⁶⁾	1,190,327	I	Held by HSI Puma LLC
Common Stock⁽¹⁾	02/11/2022		A		111,904	A	⁽⁷⁾	111,904	I	Held by EN Fund I, A Series of Helena Special Investments AL Ventures, LP

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)

Explanation of Responses:

1. 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. ("Energy Vault Holdings") (the "Issuer"), 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").

2. The Reporting Person received shares of Common Stock in exchange for 237,397 shares of common stock in Energy Vault. On the effective date of the Merger, the closing price of the Issuer's Common Stock was $11.55 per share.

3. The Reporting Person received shares of Common Stock in exchange for 696,226 shares of common stock in Energy Vault. On the effective date of the Merger, the closing price of the Issuer's Common Stock was $11.55 per share.

4. The Reporting Person received shares of Common Stock in exchange for 275,733 shares of common stock in Energy Vault. On the effective date of the Merger, the closing price of the Issuer's Common Stock was $11.55 per share.

5. The Reporting Person received shares of Common Stock in exchange for 34,466 shares of common stock in Energy Vault. On the effective date of the Merger, the closing price of the Issuer's Common Stock was $11.55 per share.

6. The Reporting Person received shares of Common Stock in exchange for 175,733 shares of common stock in Energy Vault. On the effective date of the Merger, the closing price of the Issuer's Common Stock was $11.55 per share.

7. The Reporting Person received shares of Common Stock in exchange for 16,521 shares of common stock in Energy Vault. On the effective date of the Merger, the closing price of the Issuer's Common Stock was $11.55 per share.

	/s/ Daniel Gunning, Attorney-in-Fact	02/15/2022
	** 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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SEC Form 4: Elkus Henry was granted 9,727,259 shares