UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of
1934
(Amendment No. __)*
TORTOISE Acquisition Corp.
(Name of Issuer)
Class A Common Stock, par value $0.0001
per share
(Title of Class of Securities)
89154L 100
(CUSIP Number)
December 31, 2019
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
(Continued on the following pages)
(Page 1 of 7 Pages)
| CUSIP No. 89154L 100 | 13G | Page 2 of 7 Pages |
| 1 |
NAME OF REPORTING PERSON
Tortoise Sponsor LLC | |||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a): ☐ (b): ☐ | |||
| 3 |
SEC USE ONLY
| |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
||
| 6 |
SHARED VOTING POWER
4,439,605 (1) |
|||
| 7 |
SOLE DISPOSITIVE POWER
0 |
|||
| 8 |
SHARED DISPOSITIVE POWER
4,439,605 (1) |
|||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,439,605 (1) |
|||
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ |
|||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
16.0% (2) |
|||
| 12 |
TYPE OF REPORTING PERSON
OO |
|||
(1) The shares reported above are shares of the Issuer’s Class B common stock that are convertible into shares of the Issuer’s Class A common stock and have no expiration date, as described under the heading “Description of Securities—Founder Shares” in the Issuer’s registration statement on Form S-1 (File No. 333-229537).
(2) The percentage set forth in Row 11 of this Cover Page is based on the 23,300,917 shares of the Issuer’s Class A common stock outstanding as of November 12, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 12, 2019, and assuming the conversion of all of the shares of Class B common stock beneficially owned by the Reporting Person as set forth in Row 9.
| CUSIP No. 89154L 100 | 13G | Page 3 of 7 Pages |
|
1 |
NAME OF REPORTING PERSON
Tortoise Borrower LLC | |||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a): ☐ (b): ☐ | |||
| 3 |
SEC USE ONLY
| |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 | ||
| 6 |
SHARED VOTING POWER
4,439,605 (1) | |||
| 7 |
SOLE DISPOSITIVE POWER
0 | |||
| 8 |
SHARED DISPOSITIVE POWER
4,439,605 (1)(2) | |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,439,605 (1)(2) |
|||
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☒ (2) |
|||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
16.0% (2)(3) |
|||
| 12 |
TYPE OF REPORTING PERSON
OO |
|||
(1) The shares reported above are shares of the Issuer’s Class B common stock that are convertible into shares of the Issuer’s Class A common stock and have no expiration date, as described under the heading “Description of Securities—Founder Shares” in the Issuer’s registration statement on Form S-1 (File No. 333-229537).
(2) Excludes 6,660,183 shares of the Issuer’s Class A common stock which may be purchased upon the exercise of warrants held by Tortoise Borrower LLC that are not presently exercisable.
(3) The percentage set forth in Row 11 of this Cover Page is based on the 23,300,917 shares of the Issuer’s Class A common stock outstanding as of November 12, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 12, 2019, and assuming the conversion of all of the shares of Class B common stock beneficially owned by the Reporting Person as set forth in Row 9.
| CUSIP No. 89154L 100 | 13G | Page 4 of 7 Pages |
|
1 |
NAME OF REPORTING PERSON
Tortoise Investments, LLC | |||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a): ☐ (b): ☐ | |||
| 3 |
SEC USE ONLY
| |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 | ||
| 6 |
SHARED VOTING POWER
4,439,605 (1) | |||
| 7 |
SOLE DISPOSITIVE POWER
0 | |||
| 8 |
SHARED DISPOSITIVE POWER
4,439,605 (1)(2) | |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,439,605 (1)(2) |
|||
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☒ (2) |
|||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
16.0% (2)(3) |
|||
| 12 |
TYPE OF REPORTING PERSON
OO |
|||
(1) The shares reported above are shares of the Issuer’s Class B common stock that are convertible into shares of the Issuer’s Class A common stock and have no expiration date, as described under the heading “Description of Securities—Founder Shares” in the Issuer’s registration statement on Form S-1 (File No. 333-229537).
(2) Excludes 6,660,183 shares of the Issuer’s Class A common stock which may be purchased upon the exercise of warrants held by Tortoise Borrower LLC that are not presently exercisable.
(3) The percentage set forth in Row 11 of this Cover Page is based on the 23,300,917 shares of the Issuer’s Class A common stock outstanding as of November 12, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 12, 2019, and assuming the conversion of all of the shares of Class B common stock beneficially owned by the Reporting Person as set forth in Row 9.
| CUSIP No. 89154L 100 | 13G | Page 5 of 7 Pages |
|
Item 1(a). |
NAME OF ISSUER: |
Tortoise Acquisition Corp. (the “Issuer”)
| Item 1(b). | ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES: |
5100 W. 115th Place, Leawood, KS 66211
| Item 2(a). | NAME OF PERSON FILING: |
This Schedule 13G is being jointly filed, pursuant to a Joint Filing Agreement attached hereto as Exhibit 99.1, by the following entities, all of whom are together referred to herein as the “Reporting Persons”:
| (i) | Tortoise Sponsor LLC, a Delaware limited liability company; |
| (ii) | Tortoise Borrower LLC, a Delaware limited liability company; and |
| (iii) | Tortoise Investments, LLC, a Delaware limited liability company. |
Tortoise Sponsor LLC is the record holder of the shares of Class B common stock 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, Tortoise Parent Holdco 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.
Information with respect to each Reporting Person is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of the information furnished by another Reporting Person. Pursuant to Rule 13d-4 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Reporting Persons expressly declare that the filing of this schedule shall not be construed as an admission that any such person is, for the purposes of Section 13(d) and/or Section 13(g) of the Exchange Act or otherwise, the beneficial owner of any securities covered by this schedule held by any other person, and such beneficial ownership is expressly disclaimed.
| Item 2(b). | ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: |
5100 W. 115th Place, Leawood, KS 66211
| Item 2(c). | CITIZENSHIP: |
| (i) | Tortoise Sponsor LLC – Delaware |
| (ii) | Tortoise Borrower LLC – Delaware |
| (iii) | Tortoise Investments, LLC – Delaware |
| Item 2(d). | TITLE OF CLASS OF SECURITIES: |
Class A common stock, par value $0.0001 per share (the “Class A Common Stock”)
| Item 2(e). | CUSIP NUMBER: |
89154L 100
| CUSIP No. 89154L 100 | 13G | Page 6 of 7 Pages |
| Item 3. | IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: |
Not applicable.
| Item 4. | OWNERSHIP. |
The information required by Item 4 is set forth in Rows (5) – (11) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
| Item 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. |
Not applicable.
| Item 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. |
Not applicable.
| Item 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON. |
Not applicable.
| Item 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. |
Not applicable.
| Item 9. | NOTICE OF DISSOLUTION OF GROUP. |
Not applicable.
| Item 10. | CERTIFICATION. |
Not applicable.
| CUSIP No. 89154L 100 | 13G | Page 7 of 7 Pages |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 13, 2020
| Tortoise sponsor llc | |
| /s/ Steven C. Schnitzer | |
| Name: Steven C. Schnitzer | |
| Title: Attorney-in-Fact* | |
| Tortoise Borrower LLC | |
|
/s/ Steven C. Schnitzer | |
| Name: Steven C. Schnitzer | |
| Title: Attorney-in-Fact* | |
| Tortoise Investments, LLC | |
|
/s/ Steven C. Schnitzer | |
| Name: Steven C. Schnitzer | |
| Title: Attorney-in-Fact* |
| * | The Power of Attorney given by each of Tortoise Sponsor LLC, Tortoise Borrower LLC, and Tortoise Investments, LLC were previously filed as exhibits 24.1, 24.2 and 24.3, respectively, to the Form 3 filed by Tortoise Sponsor LLC with the SEC on February 27, 2019 and are herein incorporated by reference. |
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
Date: February 13, 2020
| Tortoise sponsor llc | |
|
/s/ Steven C. Schnitzer | |
| Name: Steven C. Schnitzer | |
| Title: Attorney-in-Fact | |
| Tortoise Borrower LLC | |
|
/s/ Steven C. Schnitzer | |
| Name: Steven C. Schnitzer | |
| Title: Attorney-in-Fact | |
| Tortoise Investments, LLC | |
|
/s/ Steven C. Schnitzer | |
| Name: Steven C. Schnitzer | |
| Title: Attorney-in-Fact |