4//SEC Filing
Wendel Christopher 4
Accession 0001209191-21-053944
CIK 0001819584other
Filed
Aug 29, 8:00 PM ET
Accepted
Aug 30, 7:00 PM ET
Size
11.3 KB
Accession
0001209191-21-053944
Insider Transaction Report
Form 4
Volta Inc.VLTA
Wendel Christopher
DirectorPresident
Transactions
- Award
Class A Common Stock
2021-08-26+6,694,804→ 6,694,804 total - Award
Class A Common Stock
2021-08-26+5,250,000→ 11,944,804 total - Award
Class B Common Stock
2021-08-26+1,635,373→ 1,635,373 total→ Class A Common Stock (1,635,373 underlying)
Footnotes (3)
- [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, 5,516,937 shares of Class B Common Stock of Legacy Volta held by the Reporting Person were converted into 6,694,804 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, 1,347,650 shares of Class A Common Stock of Legacy Volta held by the Reporting Person were converted into 1,635,373 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.
Documents
Issuer
Volta Inc.
CIK 0001819584
Entity typeother
Related Parties
1- filerCIK 0001879459
Filing Metadata
- Form type
- 4
- Filed
- Aug 29, 8:00 PM ET
- Accepted
- Aug 30, 7:00 PM ET
- Size
- 11.3 KB