SC 13D/A 1 brhc10047637_sc13da.htm SC 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13D

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

VOLTA INC.

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

92873V102

(CUSIP Number)

James DeGraw

c/o Volta Inc.

155 De Haro Street

San Francisco, California 94103

(888) 264-2208

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

February 6, 2023

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §240.13d-1(e), §240.13d‑1(f) or §240.13d-1(g), check the following box: ☐

* 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 disclosures provided in a prior cover page.

The information required on 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).

SCHEDULE 13D

CUSIP No. 92873V102

1	NAMES OF REPORTING PERSONS
	Scott Mercer

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			7,963,913 (1)

		8	SHARED VOTING POWER
			0

		9	SOLE DISPOSITIVE POWER
			7,963,913 (1)

		10	SHARED DISPOSITIVE POWER
			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	7,963,913 (1)

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	4.57% (2)

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

(1) Consists of (a) 7,304,610 shares of Class A Common Stock and (b) 659,303 shares of Class A Common Stock issuable upon the exercise of stock options. Excludes 5,250,000 restricted stock units of Class A Common Stock which will not vest within 60 days of February 6, 2022.

(2) Based on 174,411,561 shares of Class A Common Stock outstanding as of January 13, 2023, as reported by the Company.

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SCHEDULE 13D

Item 1. Security and Issuer.

This Amendment No. 3, dated February 6, 2023 (this “Amendment No. 3”), supplements and amends the Schedule 13D filed by Scott Mercer (the “Reporting Person”) with the Securities and Exchange Commission on September 16, 2021 (as amended by (i) Amendment No. 1, dated April 19, 2022, (ii) Amendment No. 2, dated October 21, 2022, and (iii) and this Amendment No. 3, the “Schedule 13D”) relating to shares of Class A Common Stock, $0.0001 par value per share (the “Class A Common Stock”), of Volta Inc., a Delaware corporation (the “Company”), with its principal executive offices at 155 De Haro Street, San Francisco, California 94103. Capitalized terms used in this Amendment No. 3 and not otherwise defined herein shall have the same meanings ascribed to them in the Schedule 13D.

Item 4. Purpose of the Transaction

On the below-referenced dates, the Reporting Person sold 4,631,196 shares of Class A Common Stock in market transactions at the below-referenced prices:

Date of Sale (2022/2023)	Number of Shares		Price per Share
October 19, 2022		100,000	$	1.0100
October 20, 2022		120,000	$	1.0000
October 21, 2022		150,000	$	1.0000
October 24, 2022		100,000	$	0.9600
October 25, 2022		200,000	$	1.0200
October 26, 2022		200,000	$	1.1100
October 27, 2022		200,000	$	1.0400
October 28, 2022		250,000	$	1.0400
October 31, 2022		200,000	$	1.0900
November 1, 2022		250,000	$	1.0500
November 2, 2022		250,000	$	1.0300
November 3, 2022		126,551	$	0.9900
November 4, 2022		218,766	$	0.9500
November 8, 2022		115,879	$	0.9100
November 9, 2022		200,000	$	0.7200
November 10, 2022		200,000	$	0.7840
November 18, 2022		250,000	$	0.6766
January 18, 2023		1,500,000	$	0.8533

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Item 5. Interest in Securities of the Issuer

Item 5(a)-(b) of the Schedule 13D is hereby amended and restated in its entirety as follows:

(a) - (b) The Reporting Person has beneficial ownership of 7,963,913 shares of the Class A Common Stock. The percentage of beneficial ownership is approximately 4.57% of the outstanding shares of the Class A Common Stock. The percentage of the Class A Common Stock is based on 174,411,561 shares of Class A Common Stock outstanding as of January 13, 2023 as reported by the Company.

The Reporting Person has the sole power to dispose or direct the disposition of all shares of the Common Stock that the Reporting Person beneficially owned as of the date of this report.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I hereby certify that the information set forth in this statement is true, complete and correct.

Date: February 6, 2023

	By: /s/ Scott Mercer
		Scott Mercer

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SEC Form SC 13D/A filed by Volta Inc. (Amendment)