Thomas D. Hennessy - Jul 19, 2023 Form 3 Insider Report for TortoiseEcofin Acquisition Corp. III (TRTL)

Role: Director, 10%+ Owner
Signature: /s/ Thomas D. Hennessy
Stock symbol: TRTL
Transactions as of: Jul 19, 2023
Transactions value $: $0
Form type: 3
Date filed: 7/31/2023, 05:02 PM
Previous filing: Apr 28, 2023
Next filing: Aug 25, 2023

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
holding	TRTL	Class B Ordinary Shares							Jul 19, 2023	Class A Ordinary Shares	6.86M		See footnote	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The Class B Ordinary Shares are convertible into the Issuer's Class A Ordinary Shares on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, and have no expiration date.
F2	Thomas D. Hennessy is the general partner of Hennessy Capital Growth Partners Fund I, LP (the "Fund"), which is the managing member of Hennessy Capital Growth Partners Fund I SPV V, LLC ("SPV"). On July 19, 2023, SPV acquired a limited liability company interest in TortoiseEcofin Sponsor III LLC, the sponsor of the Issuer (the "Sponsor"), and became the managing member of the Sponsor. By virtue of this relationship, each of Mr. Hennessy, the Fund and SPV may be deemed to have or share beneficial ownership of the securities held of record by the Sponsor. Each of Mr. Hennessy, the Fund and SPV disclaims any beneficial ownership of the reported Class B ordinary shares other than to the extent of any pecuniary interest he or it may have therein.

Content

The Class B Ordinary Shares are convertible into the Issuer's Class A Ordinary Shares on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, and have no expiration date.

Thomas D. Hennessy is the general partner of Hennessy Capital Growth Partners Fund I, LP (the "Fund"), which is the managing member of Hennessy Capital Growth Partners Fund I SPV V, LLC ("SPV"). On July 19, 2023, SPV acquired a limited liability company interest in TortoiseEcofin Sponsor III LLC, the sponsor of the Issuer (the "Sponsor"), and became the managing member of the Sponsor. By virtue of this relationship, each of Mr. Hennessy, the Fund and SPV may be deemed to have or share beneficial ownership of the securities held of record by the Sponsor. Each of Mr. Hennessy, the Fund and SPV disclaims any beneficial ownership of the reported Class B ordinary shares other than to the extent of any pecuniary interest he or it may have therein.