Sec Form 3 Filing - Tortoise Sponsor II LLC @ Tortoise Acquisition Corp. II - 2020-09-10

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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 II LLC
2. Issuer Name and Ticker or Trading Symbol
Tortoise Acquisition Corp. II [ SNPR]
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)
5100 W. 115TH PLACE
3. Date of Earliest Transaction (MM/DD/YY)
09/10/2020
(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 Ordinary Shares ( 1 ) ( 1 ) ( 1 ) Class A Ordinary Shares 8,625,000 ( 2 ) I See footnote ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Tortoise Sponsor II LLC
5100 W. 115TH PLACE
LEAWOOD, KS66211
X
TortoiseEcofin Borrower LLC
5100 W. 115TH PLACE
LEAWOOD, KS66211
X
TortoiseEcofin Investments, LLC
5100 W. 115TH PLACE
LEAWOOD, KS66211
X
Signatures
/s/ Tortoise Sponsor II LLC, by Steven C. Schnitzer as Attorney-in-Fact 09/10/2020
Signature of Reporting Person Date
/s/ TortoiseEcofin Borrower LLC, by Steven C. Schnitzer as Attorney-in-Fact 09/10/2020
Signature of Reporting Person Date
/s/ TortoiseEcofin Investments, LLC, by Steven C. Schnitzer as Attorney-in-Fact 09/10/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Class B Ordinary Shares are convertible into the Issuer's Class A Ordinary Shares on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, and have no expiration date.
( 2 )Includes 1,125,000 Class B Ordinary Shares that are subject to forfeiture if the underwriters in the Issuer's initial public offering do not exercise their over-allotment option.
( 3 )Tortoise Sponsor II LLC is the record holder of the shares reported herein. TortoiseEcofin Borrower LLC is the managing member of Tortoise Sponsor II LLC. TortoiseEcofin Parent Holdco LLC is the sole member of TortoiseEcofin Borrower LLC, and TortoiseEcofin Investments, LLC is the sole member of TortoiseEcofin Parent Holdco LLC. Accordingly, TortoiseEcofin Borrower LLC and TortoiseEcofin Investments, LLC may be deemed to have or share beneficial ownership of the ordinary shares held directly by Tortoise Sponsor II LLC. The address of each of TortoiseEcofin Borrower LLC and TortoiseEcofin Investments, LLC is 5100 W. 115th Place, Leawood, Kansas 66211.

Remarks:
Exhibit List: Exhibit 24.1 - Power of Attorney (Tortoise Sponsor II LLC), Exhibit 24.2 - Power of Attorney (TortoiseEcofin Borrower LLC) and Exhibit 24.3 - Power of Attorney (TortoiseEcofin Investments, LLC)

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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