Sec Form 4 Filing - Tortoise Sponsor LLC @ Tortoise Acquisition Corp. - 2019-03-07

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 Tortoise Sponsor LLC 2. Issuer Name and Ticker or Trading Symbol Tortoise Acquisition Corp. [ SHLL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 11550 ASH STREET, SUITE 300, 3. Date of Earliest Transaction (MM/DD/YY) 03/07/2019 (Street) LEAWOOD, KS66211 4. If Amendment, Date Original Filed (MM/DD/YY) 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 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 Class B Common Stock ( 1 ) 03/07/2019 J( 2 ) 643,520 ( 1 ) ( 1 ) Class A Common Stock 643,520 ( 2 ) 4,439,605 I See foot note ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Tortoise Sponsor LLC 11550 ASH STREET, SUITE 300 LEAWOOD, KS66211 X Tortoise Borrower LLC 11550 ASH STREET SUITE 300 LEAWOOD, KS66211 X Tortoise Investments, LLC 11550 ASH STREET, SUITE 300 LEAWOOD, KS66211 X Signatures /s/ Tortoise Sponsor LLC, by Steven C. Schnitzer as Attorney-in-Fact 05/06/2019 Signature of Reporting Person Date /s/ Tortoise Borrower LLC, by Steven C. Schnitzer as Attorney-in-Fact 05/06/2019 Signature of Reporting Person Date /s/ Tortoise Investments, LLC, by Steven C. Schnitzer as Attorney-in-Fact 05/06/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares of Class B Common Stock are convertible into shares of the Issuer's Class A Common Stock on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, and have no expiration date. ( 2 )The Class B Common Stock owned by Tortoise Sponsor LLC included up to 843,750 shares that were subject to forfeiture in the event the underwriters of the initial public offering of the Issuer's securities did not exercise in full their over-allotment option as described in the Issuer's Registration Statement on Form S-1 (File No. 333-229537). Because the underwriters exercised their over-allotment option in part, Tortoise Sponsor LLC forfeited 643,520 shares of Class B Common Stock on March 7, 2019 for cancellation by the Issuer. ( 3 )Tortoise Sponsor LLC is the record holder of the shares reported herein. Tortoise Borrower LLC is the managing member of Tortoise Sponsor LLC. Tortoise Parent Holdco LLC is the sole member of Tortoise Borrower LLC, and Tortoise Investments, LLC is the sole member of Tortoise Parent Holdco LLC. Accordingly, Tortoise Borrower LLC and Tortoise Investments, LLC may be deemed to have or share beneficial ownership of the shares of Class B Common Stock held directly by Tortoise Sponsor LLC. The address of each of Tortoise Borrower LLC and Tortoise Investments, LLC is 11550 Ash Street, Suite 300, Leawood, Kansas 66211.

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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