SEC Form 3

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* Gates Frontier, LLC (Last) (First) (Middle) 2365 CARILLON POINT (Street) KIRKLAND WA 98033 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 07/16/2021	3. Issuer Name and Ticker or Trading Symbol Evolv Technologies Holdings, Inc. [ EVLV ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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)
Class A common stock	15,050,161(1)	D

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
Performance rights	(2)	(2)	Class A common stock	1,789,822(1)	(2)	D

1. Name and Address of Reporting Person* Gates Frontier, LLC (Last) (First) (Middle) 2365 CARILLON POINT (Street) KIRKLAND WA 98033 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* GATES WILLIAM H III (Last) (First) (Middle) 2365 CARILLON POINT (Street) KIRKLAND WA 98033 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Gates Frontier, LLC ("GF") acquired the issuer's securities on July 16, 2021 as consideration and in exchange for GF's holdings in Evolv Technologies, Inc. ("Old Evolv") pursuant to an Agreement and Plan of Merger dated March 5, 2021, by and among Old Evolv, NewHold Investments Corp. and NHIC Sub Inc., as amended by that certain First Amendment to Agreement and Plan of Merger dated June 5, 2021 (as so amended, the "Merger Agreement").

2. Each performance right represents a contingent right to receive one share of the issuer's Class A common stock ("Common Stock"). Pursuant to an "Earn Out" provision in the Merger Agreement, the performance rights vest upon the issuer's Common Stock achieving a specified price per share as follows: (i) 1/3 of the shares will be issued if the closing sale price of Common Stock equals or exceeds $12.50 per share for any period of 20 trading days out of 30 consecutive trading days prior to March 5, 2026; (ii) 1/3 of the shares will be issued if the closing sale price of Common Stock equals or exceeds $15.00 per share for any period of 20 trading days out of 30 consecutive trading days prior to March 5, 2026; and (iii) 1/3 of the shares will be issued if the closing sale price of Common Stock equals or exceeds $17.50 per share for any period of 20 trading days out of 30 consecutive trading days prior to March 5, 2026.

Remarks:

Exhibit 24.1 - Power of Attorney (Gates Frontier, LLC); Exhibit 24.2 - Power of Attorney (William H. Gates III)

	Gates Frontier, LLC By: /s/ Alan Heuberger, Attorney-in-fact for Michael Larson, Manager	07/23/2021
	William H. Gates III By: /s/ Alan Heuberger, Attorney-in-fact	07/23/2021
	** 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 5 (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).
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