SEC Form 4: Mercer Scott was granted 11,152,767 units of Class A Common Stock
$SNPR
Business Services
Finance
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Volta Inc. [ VLTA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/26/2021 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction 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 | 08/26/2021 | A | 5,902,767 | A | (1) | 5,902,767 | D | |||
| Class A Common Stock | 08/26/2021 | A | 5,250,000(2) | A | $0.00 | 11,152,767 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. 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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class B Common Stock | (3) | 08/26/2021 | A(3) | 6,330,799 | (3) | (3) | Class A Common Stock | 6,330,799 | (3) | 6,330,799 | D | ||||
| Stock Option (right to buy) | $0.83 | 08/26/2021 | A(4) | 292,816 | (5) | 01/09/2029 | Class A Common Stock | 292,816 | (4) | 292,816 | D | ||||
| Stock Option (right to buy) | $0.46 | 08/26/2021 | A(6) | 230,565 | (7) | 11/06/2022 | Class A Common Stock | 230,565 | (6) | 230,565 | D | ||||
| Stock Option (right to buy) | $0.83 | 08/26/2021 | A(8) | 135,922 | (9) | 12/25/2028 | Class B Common Stock | 135,922 | (8) | 135,922 | 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, 4,864,249 shares of Class B Common Stock of Legacy Volta held by the Reporting Person were converted into 5,902,767 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. Represents shares of Class A Common Stock underlying a restricted stock unit award ("RSU") granted under the Issuer's Founder Incentive Plan ("the Founder Plan"). The RSU will vest upon the earliest of: (i) January 1, 2022, subject to the Reporting Person's continuing to be a Service Provider (as defined in the Founder Plan) through such date; (ii) the Reporting Person's termination of service by the Issuer without Cause; (iii) the Reporting Person's resignation from service for Good Reason; (iv) the Reporting Person's termination of service as a result of the Reporting Person's death or Disability; (v) as of immediately prior to a Change in Control; or (vi) as otherwise provided in the Reporting Person's employment agreement with the Issuer. Defined terms used in subsections (ii), (iii), (iv) and (v) of this footnote (2) are defined in the Reporting Person's employment agreement with the Issuer. |
| 3. In connection with the Business Combination and in accordance with the Business Combination Agreement, 5,216,975 shares of Class A Common Stock of Legacy Volta held by the Reporting Person were converted into 6,330,799 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. |
| 4. In connection with the Business Combination and in accordance with the Business Combination Agreement, an option to purchase 241,299 shares of Class B Common Stock of Legacy Volta held by the Reporting Person was converted into an option to purchase 292,816 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. |
| 5. The option vests and becomes exercisable as to 1/4th of the total number of shares on January 10, 2020, and thereafter vests and becomes exercisable as to 1/48th of the total number of shares in equal monthly installments. |
| 6. In connection with the Business Combination and in accordance with the Business Combination Agreement, an option to purchase 190,000 shares of Class B Common Stock of Legacy Volta held by the Reporting Person was converted into an option to purchase 230,565 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. |
| 7. The option is immediately exercisable in full. The option vests as to 1/4th of the total number of shares on January 17, 2018 and thereafter as to 1/48th of the total number of shares in equal monthly installments. |
| 8. In connection with the Business Combination and in accordance with the Business Combination Agreement, an option to purchase 112,009 shares of Class A Common Stock of Legacy Volta held by the Reporting Person was converted into an option to purchase 135,922 shares of Class B 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. |
| 9. The option is fully vested and exercisable. |
| Remarks: |
| /s/ James DeGraw, as Attorney-in-Fact | 08/30/2021 | |
| ** 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 4 (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. | ||