TortoiseEcofin Acquisition Corp. III (TRTLF) 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^*

TortoiseEcofin Sponsor III LLC

(Last) (First) (Middle)

6363 COLLEGE BOULEVARD

(Street)

OVERLAND PARK KS 66211

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TortoiseEcofin Acquisition Corp. III [ TRTL ]

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)
07/19/2021

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 Ordinary Shares	(1)	07/19/2021		J(2)			120,000	(1)	(1)	Class A Ordinary Shares	120,000	$0.00	8,505,000	I	See Footnote(3)

1. Name and Address of Reporting Person^*

TortoiseEcofin Sponsor III LLC

(Last) (First) (Middle)

6363 COLLEGE BOULEVARD

(Street)

OVERLAND PARK KS 66211

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

TortoiseEcofin Borrower LLC

(Last) (First) (Middle)

6363 COLLEGE BOULEVARD

(Street)

OVERLAND PARK KS 66211

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

TortoiseEcofin Investments, LLC

(Last) (First) (Middle)

6363 COLLEGE BOULEVARD

(Street)

OVERLAND PARK KS 66211

(City) (State) (Zip)

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. In connection with the Issuer's initial public offering and the appointment of Juan J. Daboub, William J. Clinton and Mary Beth Mandanas to the Issuer's Board of Directors, TortoiseEcofin Sponsor III forfeited 120,000 Class B Ordinary Shares to the Issuer and the Issuer issued 40,000 Class B Ordinary Shares to each of Juan J. Daboub, William J. Clinton and Mary Beth Mandanas.

3. TortoiseEcofin Sponsor III LLC is the record holder of the shares reported herein. TortoiseEcofin Borrower LLC is the managing member of TortoiseEcofin Sponsor III 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 Class B Ordinary Shares held directly by TortoiseEcofin Sponsor III LLC. The address of each of TortoiseEcofin Borrower LLC and TortoiseEcofin Investments, LLC is 6363 College Boulevard, Overland Park, Kansas 66211.

	/s/ TortoiseEcofin Sponsor III LLC, by Steven C. Schnitzer as Attorney-in-Fact	07/21/2021
	/s/ TortoiseEcofin Borrower LLC, by Steven C. Schnitzer as Attorney-in-Fact	07/21/2021
	/s/ TortoiseEcofin Investments, LLC, by Steven C. Schnitzer as Attorney-in-Fact	07/21/2021
	** Signature of Reporting Person	Date
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