Sec Form 4 Filing - Sexton Patrick @ Hyliion Holdings Corp. - 2020-10-01

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Sexton Patrick 2. Issuer Name and Ticker or Trading Symbol Hyliion Holdings Corp. [ HYLN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Technology Officer (Last) (First) (Middle) C/O HYLIION HOLDINGS CORP., 1202 BMC DRIVE, SUITE 100 3. Date of Earliest Transaction (MM/DD/YY) 10/01/2020 (Street) CEDAR PARK, TX78613 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Stock Option (Right to Buy) $ 0.158 10/01/2020 A( 1 ) 218,580 ( 2 ) 07/17/2029 Common Stock 218,580 ( 1 ) ( 3 ) 218,580 D Stock Option (Right to Buy) $ 0.233 10/01/2020 A( 1 ) 218,580 ( 4 ) 01/15/2030 Common Stock 218,580 ( 1 ) ( 3 ) 218,580 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Sexton Patrick C/O HYLIION HOLDINGS CORP. 1202 BMC DRIVE, SUITE 100 CEDAR PARK, TX78613 Chief Technology Officer Signatures /s/ Patrick Sexton 10/05/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Received pursuant to the Business Combination Agreement and Plan of Reorganization, dated as of June 18, 2020, by and among Tortoise Acquisition Corp. ("Tortoise"), Hyliion Inc. ("Legacy Hyliion") and SHLL Merger Sub Inc., a wholly-owned subsidiary of Tortoise ("Merger Sub"), pursuant to which Merger Sub merged with and into Legacy Hyliion, with Legacy Hyliion surviving the merger as a wholly-owned subsidiary of Tortoise (which subsequently changed its name to "Hyliion Holdings Corp.", the "Issuer"). ( 2 )Options vested as to 25% on June 3, 2020 and in equal quarterly installments thereafter over the following three years. Subject to acceleration. ( 3 )Received in exchange for an option to purchase 150,000 shares of Legacy Hyliion common stock. ( 4 )Options vests as to 25% on January 16, 2021 and in equal quarterly installments thereafter over the following three years. Subject to acceleration.

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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