Mercer Scott 4

Accession 0001209191-21-053938

CIK 0001819584other

View on SEC.gov Company Profile

Filed

Aug 29, 8:00 PM ET

Accepted

Aug 30, 6:57 PM ET

Size

20.0 KB

Accession

0001209191-21-053938

Insider Transaction Report

Form 4

Period: 2021-08-26

Volta Inc.VLTA

Mercer Scott

DirectorChief Executive Officer

Transactions

Award
Class A Common Stock
2021-08-26+5,902,767→ 5,902,767 total
Award
Class A Common Stock
2021-08-26+5,250,000→ 11,152,767 total
Award
Class B Common Stock
2021-08-26+6,330,799→ 6,330,799 total
→ Class A Common Stock (6,330,799 underlying)
Award
Stock Option (right to buy)
2021-08-26+230,565→ 230,565 total
Exercise: $0.46Exp: 2022-11-06→ Class A Common Stock (230,565 underlying)
Award
Stock Option (right to buy)
2021-08-26+135,922→ 135,922 total
Exercise: $0.83Exp: 2028-12-25→ Class B Common Stock (135,922 underlying)
Award
Stock Option (right to buy)
2021-08-26+292,816→ 292,816 total
Exercise: $0.83Exp: 2029-01-09→ Class A Common Stock (292,816 underlying)

Footnotes (9)

[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, 4,864,249 shares of Class B Common Stock of Legacy Volta held by the Reporting Person were converted into 5,902,767 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]Represents shares of Class A Common Stock underlying a restricted stock unit award ("RSU") granted under the Issuer's Founder Incentive Plan ("the Founder Plan"). The RSU will vest upon the earliest of: (i) January 1, 2022, subject to the Reporting Person's continuing to be a Service Provider (as defined in the Founder Plan) through such date; (ii) the Reporting Person's termination of service by the Issuer without Cause; (iii) the Reporting Person's resignation from service for Good Reason; (iv) the Reporting Person's termination of service as a result of the Reporting Person's death or Disability; (v) as of immediately prior to a Change in Control; or (vi) as otherwise provided in the Reporting Person's employment agreement with the Issuer. Defined terms used in subsections (ii), (iii), (iv) and (v) of this footnote (2) are defined in the Reporting Person's employment agreement with the Issuer.
[F3]In connection with the Business Combination and in accordance with the Business Combination Agreement, 5,216,975 shares of Class A Common Stock of Legacy Volta held by the Reporting Person were converted into 6,330,799 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.
[F4]In connection with the Business Combination and in accordance with the Business Combination Agreement, an option to purchase 241,299 shares of Class B Common Stock of Legacy Volta held by the Reporting Person was converted into an option to purchase 292,816 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.
[F5]The option vests and becomes exercisable as to 1/4th of the total number of shares on January 10, 2020, and thereafter vests and becomes exercisable as to 1/48th of the total number of shares in equal monthly installments.
[F6]In connection with the Business Combination and in accordance with the Business Combination Agreement, an option to purchase 190,000 shares of Class B Common Stock of Legacy Volta held by the Reporting Person was converted into an option to purchase 230,565 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.
[F7]The option is immediately exercisable in full. The option vests as to 1/4th of the total number of shares on January 17, 2018 and thereafter as to 1/48th of the total number of shares in equal monthly installments.
[F8]In connection with the Business Combination and in accordance with the Business Combination Agreement, an option to purchase 112,009 shares of Class A Common Stock of Legacy Volta held by the Reporting Person was converted into an option to purchase 135,922 shares of Class B 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.
[F9]The option is fully vested and exercisable.

Documents

1 file

4
doc4.xmlPrimary
FORM 4 SUBMISSION

Issuer

Volta Inc.

CIK 0001819584

→

Entity typeother

Related Parties

filerCIK 0001879460

Filing Metadata

Form type: 4
Filed: Aug 29, 8:00 PM ET
Accepted: Aug 30, 6:57 PM ET
Size: 20.0 KB

View on SEC.gov