Henry Elkus Form 4 Energy Vault / Henry Elkus ownership change

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

3. Date of Earliest Transaction (Month/Day/Year)
08/11/2022

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/11/2022		J(1)		2,357,943	D	$0.00	2,357,944	I	Held by HSI Energy Vault I LLC
Common Stock	08/11/2022		J(2)		23,413	A	$0.00	23,413	D
Common Stock	08/11/2022		J(1)		933,838	D	$0.00	933,839	I	Held by HSI Energy Vault II LLC
Common Stock	08/11/2022		J(1)		116,727	D	$0.00	116,728	I	Held by HSI EV Brasil LLC
Common Stock	08/12/2022		J(1)		55,952	D	$0.00	55,952	I	Held by EN Fund I, A Series of Helena Special Investments AL Ventures, LP(3)

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 a disposition of securities from an in-kind distribution, and not a purchase or sale, without additional consideration paid.

2. Represents an acquisition of securities from an in-kind distribution from HSI Energy Vault I 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).

3. Helena Special Investments LLC executed an acknowledgement letter with Helena Zepak EV LLC on July 20, 2022, and pursuant to such acknowledgement letter, Helena Special Investments LLC and the reporting person ceased to be the beneficial owner of 1,608,009 shares of the Issuer held by Helena Zepak EV LLC.

	/s/ Daniel Gunning, Attorney-in-Fact	08/15/2022
	** 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).
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