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SNPR Tortoise Acquisition Corp II

9.30
0.00 (0.00%)
Last Updated: 01:00:00
Delayed by 15 minutes
Share Name Share Symbol Market Type
Tortoise Acquisition Corp II NYSE:SNPR NYSE Common Stock
  Price Change % Change Share Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 9.30 0 01:00:00

Statement of Changes in Beneficial Ownership (4)

30/08/2021 11:56pm

Edgar (US Regulatory)


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 OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5                       
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

LIPSHER ANDREW B
2. Issuer Name and Ticker or Trading Symbol

Volta Inc. [ VLTA ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chief Strategy Officer
(Last)          (First)          (Middle)

C/O VOLTA INC., 155 DE HARO STREET
3. Date of Earliest Transaction (MM/DD/YYYY)

8/26/2021
(Street)

SAN FRANCISCO, CA 94103
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

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

_X _ Form filed by One Reporting Person
___ 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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 8/26/2021  A  1793297 A (1)1793297 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Class B Common Stock  (2)8/26/2021  A (2)  215112     (2) (2)Class A Common Stock 215112  (2)215112 D  
Stock Option (right to buy) $0.83 8/26/2021  A (3)  184364     (4)2/5/2029 Class A Common Stock 184364  (3)184364 D  
Stock Option (right to buy) $3.71 8/26/2021  A (5)  242700     (4)1/21/2031 Class A Common Stock 242700  (5)242700 D  

Explanation of Responses:
(1) On August 26, 2021, pursuant to that certain Business Combination Agreement and Plan of Reorganization, dated as of February 7, 2021 (the " Business Combination Agreement"), by and among Tortoise Acquisition Corp. II (the "Issuer"), Volta Industries, Inc., a Delaware corporation ("Legacy Volta") and the other parties thereto, the Issuer completed its initial business combination (the "Business Combination"). As a result of the Business Combination, the Issuer changed its name to Volta Inc. In connection with the Business Combination and in accordance with the Business Combination Agreement, 1,477,789 shares of Class B Common Stock of Legacy Volta held by the Reporting Person were converted into 1,793,297 shares of Class A Common Stock of the Issuer. The issuance of the shares was approved by the Issuer's board of directors pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
(2) In connection with the Business Combination and in accordance with the Business Combination Agreement, 177,266 shares of Class A Common Stock of Legacy Volta held by the Reporting Person were converted into 215,112 shares of Class B Common Stock of the Issuer. The issuance of the shares was approved by the Issuer's board of directors pursuant to Rule 16b-3 under the Exchange Act. Pursuant to the Issuer's Certificate of Incorporation (the "Charter"), shares of Class B Common Stock have no expiration date and (i) are convertible into shares of Class A Common Stock at the option of the holders of Class B Common Stock at any time upon written notice to the Issuer on a one-for-one basis and (ii) will automatically convert into shares of Class A Common Stock immediately prior to the close of business on the earliest to occur of certain events specified in the Charter.
(3) In connection with the Business Combination and in accordance with the Business Combination Agreement, an option to purchase 151,928 shares of Class B Common Stock of Legacy Volta held by the Reporting Person was converted into an option to purchase 184,364 shares of Class A Common Stock of the Issuer. The issuance of the option was approved by the Issuer's board of directors pursuant to Rule 16b-3 under the Exchange Act.
(4) The option is fully vested and exercisable.
(5) In connection with the Business Combination and in accordance with the Business Combination Agreement, an option to purchase 200,000 shares of Class B Common Stock of Legacy Volta held by the Reporting Person was converted into an option to purchase 242,700 shares of Class A Common Stock of the Issuer. The issuance of the option was approved by the Issuer's board of directors pursuant to Rule 16b-3 under the Exchange Act.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
LIPSHER ANDREW B
C/O VOLTA INC.
155 DE HARO STREET
SAN FRANCISCO, CA 94103


Chief Strategy Officer

Signatures
/s/ James DeGraw, as Attorney-in-Fact8/30/2021
**Signature of Reporting PersonDate

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