☐ |
Rule 13d-1(b)
|
☒ |
Rule 13d-1(c)
|
☐ |
Rule 13d-l(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.
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Victoria Grace |
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☒
|
|||||
(b)☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Citizen of the United States
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
10,210,3611
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
10,210,3611
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
10,210,3611
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
6.63%2
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN
|
|
|
|||
|
|
1 |
Consists of 10,210,361 shares of common stock of Hyliion Holdings Corp. owned by Colle Capital Partners I LP, Colle HLN Associates LLC and Colle Logistics Associates LLC, which may be deemed to be beneficially owned by Victoria Grace. Ms.
Grace serves as the sole manager of both Colle HLN Associates LLC and Colle Logistics Associates LLC. Ms. Grace serves as the sole manager of Colle Partners GP LLC, which serves as the sole general partner of Colle Capital Partners I LP. Ms.
Grace disclaims beneficial interest in the shares of common stock of Hyliion Holdings Corp. held by Colle Capital Partners I LP, Colle HLN Associates LLC and Colle Logistics Associates LLC, except to the extent of her pecuniary interest
therein.
|
2 |
Based on approximately 153,901,829 shares of the Issuer’s common stock outstanding as of October 1, 2020, as reported in the Issuer’s Form 8-K Current Report dated October 1, 2020 and filed with the SEC on October 8, 2020.
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Colle Capital Partners I LP |
|
|
|||
|
|
||||
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
|
|
|
|
1,430,8941
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
1,430,8941
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,430,8941
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
0.93%2
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
1 |
Consists of 1,430,894 shares of common stock of Hyliion Holdings Corp. owned by Colle Capital Partners I LP, which may be deemed to be beneficially owned by Victoria Grace. Ms. Grace disclaims beneficial interest in the shares of common
stock of Hyliion Holdings Corp. held by Colle Capital Partners I LP, except to the extent of her pecuniary interest therein.
|
2 |
Based on approximately 153,901,829 shares of the Issuer’s common stock outstanding as of October 1, 2020, as reported in the Issuer’s Form 8-K Current Report dated October 1, 2020 and filed with the SEC on October 8, 2020.
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Colle Partners GP 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
|
|
|
|
1,430,8941
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
1,430,8941
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,430,8941
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
0.93%2
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
HC, OO
|
|
|
|||
|
|
1
|
Consists of 1,430,894 shares of common stock of Hyliion Holdings Corp. owned by Colle Capital Partners I LP. Colle Partners GP LLC is the sole general partner of Colle Capital Partners I LP.
|
2
|
Based on approximately 153,901,829 shares of the Issuer’s common stock outstanding as of October 1, 2020, as reported in the Issuer’s Form 8-K Current Report dated October 1, 2020 and filed with the SEC on
October 8, 2020.
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Colle HLN Associates 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
|
|
|
|
4,279,4671
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
4,279,4671
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
4,279,4671
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
2.79%2
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
1
|
Consists of 4,279,467 shares of common stock of Hyliion Holdings Corp. owned by Colle HLN Associates LLC, which may be deemed to be beneficially owned by Victoria Grace. Ms. Grace disclaims beneficial interest
in the shares of common stock of Hyliion Holdings Corp. held by Colle HLN Associates LLC, except to the extent of her pecuniary interest therein.
|
2
|
Based on approximately 153,901,829 shares of the Issuer’s common stock outstanding as of October 1, 2020, as reported in the Issuer’s Form 8-K Current Report dated October 1, 2020 and filed with the SEC on
October 8, 2020.
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Colle Logistics Associates 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
|
|
|
|
4,500,0001
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
4,500,0001
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
4,500,0001
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
2.92%2
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
1
|
Consists of 4,500,000 shares of common stock of Hyliion Holdings Corp. owned by Colle Logistics Associates LLC, which may be deemed to be beneficially owned by Victoria Grace. Ms. Grace disclaims beneficial
interest in the shares of common stock of Hyliion Holdings Corp. held by Colle Logistics Associates LLC, except to the extent of her pecuniary interest therein.
|
2
|
Based on approximately 153,901,829 shares of the Issuer’s common stock outstanding as of October 1, 2020, as reported in the Issuer’s Form 8-K Current Report dated October 1, 2020 and filed with the SEC on
October 8, 2020.
|
Item 1(a)
|
Name of issuer:
|
Item 1(b)
|
Address of issuer’s principal executive offices:
|
i. |
Victoria Grace
|
ii. |
Colle Capital Partners I LP
|
iii. |
Colle Partners GP LLC
|
iv. |
Colle HLN Associates LLC
|
v. |
Colle Logistics Associates LLC
|
i. |
Victoria Grace:
|
ii. |
Colle Capital Partners I LP:
|
iii. |
Colle Partners GP LLC:
|
iv. |
Colle HLN Associates LLC:
|
v.
|
Colle Logistics Associates LLC:
|
i. |
Victoria Grace is a citizen of the United States.
|
ii. |
Colle Capital Partners I LP is a Delaware limited partnership.
|
iii. |
Colle Partners GP LLC is a Delaware limited liability company.
|
iv. |
Colle HLN Associates LLC is a Delaware limited liability company.
|
v. |
Colle Logistics Associates LLC is a Delaware limited liability company.
|
Item 3.
|
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
|
Item 4.
|
Ownership
|
(1) |
The 10,210,361 shares of common stock of Hyliion Holdings Corp. owned by Colle Capital Partners I LP, Colle HLN Associates LLC and Colle Logistics Associates LLC may be deemed to be beneficially owned by Victoria Grace. Ms. Grace
serves as the sole manager of both Colle HLN Associates LLC and Colle Logistics Associates LLC. Ms. Grace serves as the sole manager of Colle Partners GP LLC, which serves as the sole general partner of Colle Capital Partners I LP. Ms.
Grace disclaims beneficial interest in the shares of common stock of Hyliion Holdings Corp. held by Colle Capital Partners I LP, Colle HLN Associates LLC and Colle Logistics Associates LLC, except to the extent of her pecuniary interest
therein.
|
(2) |
Based on approximately 153,901,829 shares of the Issuer’s common stock outstanding as of October 1, 2020, as reported in the Issuer’s Form 8-K Current Report dated October 1, 2020 and filed with the SEC on October 8, 2020.
|
Item 5.
|
Ownership of 5 Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of
more than 5 percent of the class of securities, check the following ☐.
|
Item 6.
|
Ownership of More than 5 Percent on Behalf of Another Person.
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
|
Item 8.
|
Identification and Classification of Members of the Group.
|
Item 9.
|
Notice of Dissolution of Group.
|
Item 10.
|
Certifications
|
COLLE CAPITAL PARTNERS I LP
|
|||
By:
|
Colle Partners GP LLC, its general partner
|
||
By:
|
/s/ Victoria Grace | ||
Victoria Grace, authorized person
|
|||
COLLE PARTNERS GP LLC
|
|||
By:
|
Victoria Grace, its manager
|
||
By:
|
/s/ Victoria Grace | ||
Victoria Grace, manager
|
|||
COLLE HLN ASSOCIATES LLC
|
|||
By:
|
Victoria Grace, its manager
|
||
By:
|
/s/ Victoria Grace | ||
Victoria Grace, manager
|
|||
COLLE LOGISTICS ASSOCIATES LLC
|
|||
By:
|
Victoria Grace, its manager
|
||
By:
|
/s/ Victoria Grace | ||
Victoria Grace, manager
|
|||
By:
|
/s/ Victoria Grace | ||
Name: Victoria Grace
|
COLLE CAPITAL PARTNERS I LP
|
|||
By:
|
Colle Partners GP LLC, its general partner
|
||
By:
|
/s/ Victoria Grace | ||
Victoria Grace, authorized person
|
|||
COLLE PARTNERS GP LLC
|
|||
By:
|
Victoria Grace, its manager
|
||
By:
|
/s/ Victoria Grace | ||
Victoria Grace, manager
|
|||
COLLE HLN ASSOCIATES LLC
|
|||
By:
|
Victoria Grace, its manager
|
||
By:
|
/s/ Victoria Grace | ||
Victoria Grace, manager
|
|||
COLLE LOGISTICS ASSOCIATES LLC
|
|||
By:
|
Victoria Grace, its manager
|
||
By:
|
/s/ Victoria Grace | ||
Victoria Grace, manager
|
|||
By:
|
/s/ Victoria Grace | ||
Name: Victoria Grace
|