Sec Form 5 Filing - Zimmer Evan J. @ Tortoise Acquisition Corp. II - 2020-12-31

Insider filing report for Changes in Beneficial Ownership
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FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Zimmer Evan J.
2. Issuer Name and Ticker or Trading Symbol
Tortoise Acquisition Corp. II [ SNPR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Vice President
(Last) (First) (Middle)
5100 W. 115TH PLACE
3. Date of Earliest Transaction (MM/DD/YY)
12/31/2020
(Street)
LEAWOOD, KS66211
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Ordinary Shares 09/11/2020 P 83,650 A $ 10.54 ( 1 ) ( 2 ) 83,650 I See footnote ( 3 )
Class A Ordinary Shares 11/02/2020 P 3,800 A $ 10.22 ( 1 ) 3,800 I See footnote ( 3 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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 09/11/2020 P 20,912 ( 4 ) ( 4 ) Class A Ordinary Shares 20,912 $ 10.54 ( 1 ) ( 2 ) 20,912 I See footnote ( 5 )
Warrant $ 11.5 11/02/2020 P 950 ( 4 ) ( 4 ) Class A Ordinary Shares 950 $ 10.22 ( 1 ) 950 I See footnote ( 5 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Zimmer Evan J.
5100 W. 115TH PLACE
LEAWOOD, KS66211
Vice President
Signatures
/s/ Evan J. Zimmer, by Steven C. Schnitzer as Attorney-in-Fact 02/04/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The purchase price represents the price per unit.
( 2 )The purchase price reported is a weighted average price. The units were purchased in multiple transactions at prices ranging from $10.52 to $10.63, inclusive. The reporting person undertakes to provide Tortoise Acquisition Corp. II, any security holder of Tortoise Acquisition Corp. II or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of units purchased at each price within the range set forth in footnote (2) to this Form 5.
( 3 )Represents Class A Ordinary Shares underlying the units previously purchased by immediate family members of the Reporting Person. Each unit consists of one Class A Ordinary Share and one-fourth of one redeemable warrant. All Class A Ordinary Shares indicated as indirectly owned by the Reporting Person are included because of his relation to the purchaser. The Reporting Person disclaims beneficial ownership of all Class A Ordinary Shares reported, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
( 4 )The warrants will become exercisable on the later of (i) 30 days after the completion of the Issuer's initial business combination and (ii) 12 months from the closing of the Issuer's initial public offering, and will expire upon the earlier of (a) five years after the completion of the Issuer's initial business combination or (b) upon the liquidation of the Issuer.
( 5 )Represents warrants underlying the units previously purchased by immediate family members of the Reporting Person. Each unit consists of one Class A Ordinary Share and one-fourth of one redeemable warrant. All warrants indicated as indirectly owned by the Reporting Person are included because of his relation to the purchaser. The Reporting Person disclaims beneficial ownership of all warrants reported, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

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).

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