Charlton Kevin M.'s Form 4/A amendment
AmendedNewHold Investment Corp. II · filed Nov 2, 2021
- Accession no.
- 0001213900-21-056243
- Filed
- Nov 2, 2021
- Trade date
- Oct 29, 2021
- Filing delay
- 4 days
- Rule 10b5-1 plan
- Not on the form (before 2023)
- Original filed
- Oct 27, 2021
This filing lists 2 derivative transactions. It was filed 4 days after the trade.
This amendment replaces 0001213900-21-054742 (filed Oct 27, 2021).
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| Charlton Kevin M.CIK 0001558255 | Officer (Chief Executive Officer), 10% Owner |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
This filing has no transactions of this kind.
Derivative securities (Table II)
Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.
| Trade date | Security | Transaction | Underlying shares | Unit price | Value | Held after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Oct 29, 2021 | Class A Common Stock | PPurchaseAcquired | +391,578 | $1.00 | +$391,578 | 6,070,254 | Indirect | Duplicate filing |
| Oct 29, 2021 | Class A Common Stock | JOtherDisposed | −145,640 | $0.00 | $0 | 2,052,374 | Indirect | Duplicate filing |
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- F1
In connection with the exercise of the underwriters' over-allotment option, NewHold Industrial Technology Holdings LLC II, the sponsor of the registrant (the "Sponsor"), purchased an additional 391,578 warrants as contemplated under the purchase agreement for the warrants.
- F2
The warrants become exercisable on the later of (i) 30 days after the completion of the registrant's initial business combination and (ii) 12 months from the closing of the registrant's initial public offering.
- F3
The warrants expire 5 years after the completion of the registrant's initial business combination or earlier upon redemption or liquidation, as described in the registrant's prospectus filed with the SEC.
- F4
The securities reported herein are directly held by the Sponsor, which is controlled by NewHold Enterprises LLC. Investment and voting decisions for NewHold Enterprises LLC are made by Kevin Charlton, Charles Goldman, Charlie Baynes-Reid and Adam Deutsch. The reporting person disclaims any pecuniary interest in the securities reported herein except to the extent of his beneficial interest in NewHold Enterprises LLC.
- F5
As described in the registrant's registration statement on Form S-1 (File No. 333-254667) under the heading "Description of Securities - Founder Shares," the shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the registrant's initial business combination on a one-for-one basis, subject to certain adjustments described therein and have no expiration date.
- F6
As contemplated in connection with the registrant's initial public offering, 145,640 shares of Class B common stock were returned by the Sponsor to the registrant for no consideration and cancelled because the underwriters' over-allotment option was partially exercised and the remaining portion of the option will not be exercised by the underwriters.