Form: 3

Initial statement of beneficial ownership of securities

July 23, 2021

Documents

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Gates Frontier, LLC
 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]
(Last)
(First)
(Middle)
2365 CARILLON POINT		 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 Original Filed(Month/Day/Year)
(Street)

KIRKLAND, WA 98033		 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: 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  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Gates Frontier, LLC
2365 CARILLON POINT
KIRKLAND, WA 98033		     X    
GATES WILLIAM H III
2365 CARILLON POINT
KIRKLAND, WA 98033		     X    

Signatures

Gates Frontier, LLC By: /s/ Alan Heuberger, Attorney-in-fact for Michael Larson, Manager 07/23/2021
**Signature of Reporting Person Date
William H. Gates III By: /s/ Alan Heuberger, Attorney-in-fact 07/23/2021
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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)

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