| 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*
(Street)
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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 ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| 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. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||