Andrew B. Lipsher - Aug 26, 2021 Form 4 Insider Report for Volta Inc. (VLTA)

Role
Chief Strategy Officer
Signature
/s/ James DeGraw, as Attorney-in-Fact
Stock symbol
VLTA
Transactions as of
Aug 26, 2021
Transactions value $
$0
Form type
4
Date filed
8/30/2021, 06:55 PM
Next filing
Dec 6, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction VLTA Class A Common Stock Award +1.79M 1.79M Aug 26, 2021 Direct F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction VLTA Class B Common Stock Award +215K 215K Aug 26, 2021 Class A Common Stock 215K Direct F2
transaction VLTA Stock Option (right to buy) Award +184K 184K Aug 26, 2021 Class A Common Stock 184K $0.83 Direct F3, F4
transaction VLTA Stock Option (right to buy) Award +243K 243K Aug 26, 2021 Class A Common Stock 243K $3.71 Direct F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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, 1,477,789 shares of Class B Common Stock of Legacy Volta held by the Reporting Person were converted into 1,793,297 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").
F2 In connection with the Business Combination and in accordance with the Business Combination Agreement, 177,266 shares of Class A Common Stock of Legacy Volta held by the Reporting Person were converted into 215,112 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.
F3 In connection with the Business Combination and in accordance with the Business Combination Agreement, an option to purchase 151,928 shares of Class B Common Stock of Legacy Volta held by the Reporting Person was converted into an option to purchase 184,364 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.
F4 The option is fully vested and exercisable.
F5 In connection with the Business Combination and in accordance with the Business Combination Agreement, an option to purchase 200,000 shares of Class B Common Stock of Legacy Volta held by the Reporting Person was converted into an option to purchase 242,700 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.