Hennessy Capital Growth Partners Fund I Form 3 TortoiseEcofin Acquisition Corp. III / Thomas D Hennessy ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Hennessy Thomas D

(Last) (First) (Middle)

195 US HWY 50

SUITE 208

(Street)

ZEPHYR COVE NV 89448

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/19/2023

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

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Ordinary Shares	(1)	(1)	Class A Ordinary Shares	6,855,000	(1)	I	See footnote(2)

1. Name and Address of Reporting Person^*

Hennessy Thomas D

(Last) (First) (Middle)

195 US HWY 50

SUITE 208

(Street)

ZEPHYR COVE NV 89448

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Hennessy Capital Growth Partners Fund I, LP

(Last) (First) (Middle)

195 US HWY 50

SUITE 208

(Street)

ZEPHYR COVE NV 89448

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Hennessy Capital Growth Partners Fund I SPV V, LLC

(Last) (First) (Middle)

195 US HWY 50

SUITE 208

(Street)

ZEPHYR COVE NV 89448

(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. Thomas D. Hennessy is the general partner of Hennessy Capital Growth Partners Fund I, LP (the "Fund"), which is the managing member of Hennessy Capital Growth Partners Fund I SPV V, LLC ("SPV"). On July 19, 2023, SPV acquired a limited liability company interest in TortoiseEcofin Sponsor III LLC, the sponsor of the Issuer (the "Sponsor"), and became the managing member of the Sponsor. By virtue of this relationship, each of Mr. Hennessy, the Fund and SPV may be deemed to have or share beneficial ownership of the securities held of record by the Sponsor. Each of Mr. Hennessy, the Fund and SPV disclaims any beneficial ownership of the reported Class B ordinary shares other than to the extent of any pecuniary interest he or it may have therein.

	/s/ Thomas D. Hennessy	07/31/2023
	/s/ Thomas D. Hennessy, as the General Partner of Hennessy Capital Growth Partners Fund I, LP	07/31/2023
	/s/ Thomas D. Hennessy, as the General Partner of Hennessy Capital Growth Partners Fund I, LP, as Managing Member of Hennessy Capital Growth Partners Fund I SPV V, LLC	07/31/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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