Hyliion (HYLN) Form 4 Change in insider ownership

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

Tortoise Sponsor LLC

(Last) (First) (Middle)

11550 ASH STREET, SUITE 300

(Street)

LEAWOOD KS 66211

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
03/07/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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)

1. Name and Address of Reporting Person^*

Tortoise Sponsor LLC

(Last) (First) (Middle)

11550 ASH STREET, SUITE 300

(Street)

LEAWOOD KS 66211

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Tortoise Borrower LLC

(Last) (First) (Middle)

11550 ASH STREET

SUITE 300

(Street)

LEAWOOD KS 66211

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Tortoise Investments, LLC

(Last) (First) (Middle)

11550 ASH STREET, SUITE 300

(Street)

LEAWOOD KS 66211

(City) (State) (Zip)

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.

	/s/ Tortoise Sponsor LLC, by Steven C. Schnitzer as Attorney-in-Fact	05/06/2019
	/s/ Tortoise Borrower LLC, by Steven C. Schnitzer as Attorney-in-Fact	05/06/2019
	/s/ Tortoise Investments, LLC, by Steven C. Schnitzer as Attorney-in-Fact	05/06/2019
	** Signature of Reporting Person	Date
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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