Sec Form 4 Filing - Tortoise Sponsor II LLC @ Volta Inc. - 2021-08-26

Insider filing report for Changes in Beneficial Ownership
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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 II LLC
2. Issuer Name and Ticker or Trading Symbol
Volta Inc. [ VLTA]
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)
6363 COLLEGE BOULEVARD
3. Date of Earliest Transaction (MM/DD/YY)
08/26/2021
(Street)
OVERLAND PARK, 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
Class A Common Stock 08/26/2021 C 8,520,000 A 8,520,000 D ( 2 )
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 ) 08/26/2021 C 8,520,000 ( 1 ) ( 1 ) Class A Common Stock 8,520,000 ( 1 ) 0 D ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Tortoise Sponsor II LLC
6363 COLLEGE BOULEVARD
OVERLAND PARK, KS66211
X
TortoiseEcofin Borrower LLC
6363 COLLEGE BOULEVARD
OVERLAND PARK, KS66211
X
TortoiseEcofin Investments, LLC
6363 COLLEGE BOULEVARD
OVERLAND PARK, KS66211
X
Signatures
/s/ Tortoise Sponsor II LLC, by Vincent T. Cubbage as Attorney-in-Fact 08/30/2021
Signature of Reporting Person Date
/s/ TortoiseEcofin Borrower LLC, by Vincent T. Cubbage as Attorney-in-Fact 08/30/2021
Signature of Reporting Person Date
/s/ TortoiseEcofin Investments, LLC, by Vincent T. Cubbage as Attorney-in-Fact 08/30/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Class B Ordinary Shares are automatically convertible into shares of Class A Common Stock at the time of Tortoise Acquisition Corp. II's ("TortoiseCorp II") initial business combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, and have no expiration date. In connection with the domestication of TortoiseCorp II and the closing of the business combination among TortoiseCorp II, SNPR Merger Sub I, Inc., SNPR Merger Sub II, LLC and Volta Industries, Inc. on August 26, 2021, the Reporting Person's Class B Ordinary Shares automatically converted into shares of TortoiseCorp II's Class A Common Stock on a one-for-one basis. Upon consummation of the business combination, TortoiseCorp II changed its name to "Volta Inc."
( 2 )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 Invesments, 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 Class B Ordinary Shares held directly by Tortoise Sponsor II LLC. The address of each of TortoiseEcofin Borrower LLC and TortoiseEcofin Investments, LLC is 6363 College Boulevard, Overland Park, Kansas 66211.

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