SEC Form SC 13G/A filed by Evolv Technologies Holdings Inc. (Amendment)
| UNITED STATES | ||
| SECURITIES AND EXCHANGE COMMISSION | ||
| Washington, D.C. 20549 | ||
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Evolv Technologies Holdings, Inc.
(Name of Issuer)
Class A common stock, par value $0.0001 per share
(Title of Class of Securities)
30049H102
(CUSIP Number)
December 31, 2022
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| o | Rule 13d-1(b) |
| ý | Rule 13d-1(c) |
| o | Rule 13d-1(d) |
*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 the disclosures provided in a prior cover page.
The information required in 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).
| CUSIP No. 30049H102 | |||||
| 1. | Names of Reporting Persons Gates Frontier, LLC | ||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
| (a) | o | ||||
| (b) | o | ||||
| 3. | SEC Use Only | ||||
| 4. | Citizenship or Place of Organization State of Washington | ||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power 18,659,796 (1) | |||
| 6. | Shared Voting Power -0- | ||||
| 7. | Sole Dispositive Power 18,659,796 (1) | ||||
| 8. | Shared Dispositive Power -0- | ||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 18,659,796 (1) | ||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | ||||
| 11. | Percent of Class Represented by Amount in Row (9) 12.9% (2) | ||||
| 12. | Type of Reporting Person (See Instructions) OO | ||||
| (1) | All shares of the Class A common stock, par value $0.0001 per share (“Common Stock”), of Evolv Technologies Holdings, Inc. (the “Issuer”) held by Gates Frontier, LLC (“GF”) may be deemed to be beneficially owned by William H. Gates III as the sole member of GF. |
| (2) | Based on 144,623,576 shares of Common Stock outstanding as of November 8, 2022, as reported on the Issuer’s Form 10-Q filed on November 9, 2022. |
| CUSIP No. 30049H102 | |||||
| 1. | Names of Reporting Persons William H. Gates III | ||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
| (a) | o | ||||
| (b) | o | ||||
| 3. | SEC Use Only | ||||
| 4. | Citizenship or Place of Organization United States of America | ||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power 18,659,796 (1) | |||
| 6. | Shared Voting Power -0- | ||||
| 7. | Sole Dispositive Power 18,659,796 (1) | ||||
| 8. | Shared Dispositive Power -0- | ||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 18,659,796 (1) | ||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | ||||
| 11. | Percent of Class Represented by Amount in Row (9) 12.9% (2) | ||||
| 12. | Type of Reporting Person (See Instructions) IN | ||||
| (1) | All shares of the Common Stock of the Issuer held by GF may be deemed to be beneficially owned by William H. Gates III as the sole member of GF. |
| (2) | Based on 144,623,576 shares of Common Stock outstanding as of November 8, 2022, as reported on the Issuer’s Form 10-Q filed on November 9, 2022. |
| Item 1. | |||||
| (a) | Name of Issuer: Evolv Technologies Holdings, Inc. (the “Issuer”) | ||||
| (b) |
Address of Issuer’s Principal Executive Offices: Waltham, Massachusetts 02451 | ||||
| Item 2. | |||||
| (a) | Name of Person Filing: Gates Frontier, LLC (“GF”) and William H. Gates III (“WHG”, and together with GF, the “Reporting Persons”) | ||||
| (b) |
Address of Principal Business Office or, if none, Residence: WHG – 500 Fifth Avenue North, Seattle, Washington 98109 | ||||
| (c) |
Citizenship: WHG is a citizen of the United States of America. | ||||
| (d) | Title of Class of Securities: Class A common stock, par value $0.0001 per share | ||||
| (e) |
CUSIP Number: 30049H102 | ||||
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | ||||
| Not Applicable. | |||||
| Item 4. | Ownership. | ||||
| Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. | |||||
| (a) |
Amount beneficially owned: See the responses to Item 9 on the attached cover pages. | ||||
| (b) |
Percent of class: See the responses to Item 11 on the attached cover pages. | ||||
| (c) | Number of shares as to which the person has: | ||||
| (i) |
Sole power to vote or to direct the vote See the responses to Item 5 on the attached cover pages. | ||||
| (ii) |
Shared power to vote or to direct the vote See the responses to Item 6 on the attached cover pages. | ||||
| (iii) |
Sole power to dispose or to direct the disposition of See the responses to Item 7 on the attached cover pages. | ||||
| (iv) |
Shared power to dispose or to direct the disposition of See the responses to Item 8 on the attached cover pages. | ||||
| Item 5. | Ownership of Five Percent or Less of a Class. |
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨. | |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
| Not Applicable. | |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
| Not Applicable. | |
| Item 8. | Identification and Classification of Members of the Group. |
| Not Applicable. | |
| Item 9. | Notice of Dissolution of Group. |
| Not Applicable. | |
| Item 10. | Certification. |
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. | |
SIGNATURE
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: February 13, 2023 | GATES FRONTIER, LLC (1) | ||
| By: | * | ||
| Name: | Alan Heuberger (2) | ||
| Title: | Attorney-in-fact for Michael Larson, Manager | ||
|
WILLIAM H. GATES III (1) | |||
| By: | * | ||
| Name: | Alan Heuberger (3) | ||
| Title: | Attorney-in-fact | ||
| *By: | /s/ Alan Heuberger | |
| Alan Heuberger |
| (1) | This Amendment is being filed jointly by the Reporting Persons pursuant to the Joint Filing Agreement dated July 23, 2021, and included with the signature page to the Reporting Persons’ Schedule 13G with respect to the Issuer filed on July 23, 2021, SEC File No. 005-92166, and incorporated by reference herein. |
| (2) | Duly authorized under Special Limited Power of Attorney appointing Alan Heuberger as attorney-in-fact, dated October 11, 2013, by and on behalf of Michael Larson, filed as Exhibit 99.2 to Gates Frontier, LLC’s Schedule 13G with respect to KiOR, Inc. on October 31, 2013, SEC File No. 005-86313, and incorporated by reference herein. |
| (3) | Duly authorized under Special Limited Power of Attorney appointing Alan Heuberger as attorney-in-fact, dated August 12, 2008, by and on behalf of William H. Gates III, filed as Exhibit 99.3 to Gates Frontier, LLC’s Schedule 13G with respect to KiOR, Inc. on October 31, 2013, SEC File No. 005-86313, and incorporated by reference herein. |