| 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) 08/30/2021 |
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 | 1,644,107 | A | (1) | 1,644,107 | I | By Energize Growth Fund I LP(2) | ||
| Class A Common Stock | 08/26/2021 | A | 8,414,566 | A | (3) | 8,414,566 | I | By Energize Ventures Fund LP(4) | ||
| Class A Common Stock | 08/26/2021 | A | 1,848,507 | A | (5) | 1,848,507 | I | By EV Volta SPV LLC(6) | ||
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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 | ||||||||
| Warrant | $11.5 | 08/26/2021 | A | 663,394 | 09/25/2021 | 08/26/2026 | Class A Common Stock | 663,394 | (7) | 663,394 | I | By By Energize Ventures Fund LP(4) | |||
| 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 Industries, Inc. In connection with the Business Combination and in accordance with the Business Combination Agreement, 1,354,847 shares of Class B Common Stock of Legacy Volta held by Energize Growth Fund I LP ("EGF") were converted into 1,644,107 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. Energize Growth I GP LLC ("Growth GP") is the general partner of EGF. The Reporting Person is the Managing Partner of Growth GP and has sole voting and investment power over the shares held by EGF. As such, the Reporting Person may be deemed to be the beneficial owner of such shares and disclaims any beneficial ownership of such shares. |
| 3. In connection with the Business Combination and in accordance with the Business Combination Agreement, 6,934,129 shares of Class B Common Stock of Legacy Volta held by Energize Ventures Fund LP ("EVF") were converted into 8,414,566 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 Exchange Act. |
| 4. The Reporting Person is the Managing Partner of EVF and has sole voting and investment power over the shares held by EVF. As such, the Reporting Person may be deemed to be the beneficial owner of such shares and disclaims any beneficial ownership of such shares. |
| 5. In connection with the Business Combination and in accordance with the Business Combination Agreement, 1,523,285 shares of Class B Common Stock of Legacy Volta held by EV Volta SPV LLC ("Volta SPV") were converted into 1,848,507 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 Exchange Act. |
| 6. Energize Ventures GP LLC ("Ventures GP") is the manager of Volta SPV. The Reporting Person is the Managing Partner of Ventures GP and has sole voting and investment power over the shares held by Volta SPV. As such, the Reporting Person may be deemed to be the beneficial owner of such shares and disclaims any beneficial ownership of such shares. |
| 7. In connection with the Business Combination and in accordance with the Business Combination Agreement, (i) a warrant to purchase 165,000 shares of Class A Common Stock of Legacy Volta and (ii) a warrant to purchase 381,679 shares Class B Common Stock of Legacy Volta held by EVF were converted into a warrant to purchase 663,394 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. |
| Remarks: |
| The Form 4 filed by the Reporting Person with the U.S. Securities and Exchange Commission on August 30, 2021 inadvertently excluded securities held by Energize Growth Fund I LP, Energize Ventures Fund LP and EV Volta SPV LLC that may be deemed to be beneficially owned by the Reporting Person. This amendment is being filed to include such securities. |
| /s/ James DeGraw, as Attorney-in-Fact | 10/19/2021 | |
| ** 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. | ||