Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
TORTOISE ACQUISITION CORP.
(Name of Issuer)
Class A Common Stock, par value $0.0001 per share
(Title of Class of Securities)
89154L100
(CUSIP Number)
December 31, 2019
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 89154L100 | 13G | Page 2 of 6 Pages |
| 1. | NAMES OF REPORTING PERSONS
Deep Basin Capital LP | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
0 | ||||
| 6. | SHARED VOTING POWER
1,500,000 | |||||
| 7. | SOLE DISPOSITIVE POWER
0 | |||||
| 8. | SHARED DISPOSITIVE POWER
1,500,000 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,500,000 | |||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐
| |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.4% (1) | |||||
| 12. | TYPE OF REPORTING PERSON (see instructions)
IA | |||||
| (1) | The percentage set forth in Row 11 of this Cover Page is based on the 23,300,917 shares of Common Stock (as defined herein) outstanding as of November 12, 2019, as reported on the Form 10-Q filed by the Issuer (as defined herein) with the Securities and Exchange Commission on November 12, 2019 (“Form 10-Q”). |
| CUSIP No. 89154L100 | 13G | Page 3 of 6 Pages |
| 1. | NAMES OF REPORTING PERSONS
Deep Basin Long-Short Master Fund LP | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
0 | ||||
| 6. | SHARED VOTING POWER
1,116,020 | |||||
| 7. | SOLE DISPOSITIVE POWER
0 | |||||
| 8. | SHARED DISPOSITIVE POWER
1,116,020 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,116,020 | |||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐
| |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.8% (1) | |||||
| 12. | TYPE OF REPORTING PERSON (see instructions)
PN | |||||
| (1) | The percentage set forth in Row 11 of this Cover Page is based on the 23,300,917 shares of Common Stock outstanding as of November 12, 2019, as reported on Form 10-Q. |
| CUSIP No. 89154L100 | 13G | Page 4 of 6 Pages |
| Item 1. | ||
| (a) |
Name of Issuer | |
| Tortoise Acquisition Corp. | ||
| (b) |
Address of Issuer’s principal executive offices | |
| 452 Fifth Avenue, 14th Floor, New York, New York 10018 | ||
| Item 2. | ||
| (a) |
Name of person filing | |
| This Schedule 13G is being filed on behalf of Deep Basin Capital LP (“Deep Basin”) and Deep Basin Long-Short Master Fund LP (the “Fund”) with respect to the shares of Class A Common Stock, $0.0001 par value per share (the “Common Stock”), of Tortoise Acquisition Corp., a Delaware corporation (the “Issuer”). | ||
| Deep Basin acts as investment manager to, and exercises investment discretion with respect to the Common Stock directly owned by, a number of accounts and investment vehicles, including the Fund. | ||
| The filing of this statement should not be construed as an admission that Deep Basin is, for the purpose of Section 13 of the Act, the beneficial owner of the Common Stock reported herein. | ||
| (b) |
Address or principal business office or, if none, residence | |
| 484 Pacific Street, Floor 2, Stamford, Connecticut 06902 | ||
| (c) |
Citizenship | |
| See Row 4 of each Cover Page. | ||
| (d) |
Title of class of securities | |
| Class A Common Stock, par value $0.0001 per share | ||
| (e) |
CUSIP No. | |
| 89154L100 | ||
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) |
☐ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | |
| (b) |
☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | |
| (c) |
☐ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | |
| (d) |
☐ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | |
| (e) |
☐ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | |
| (f) |
☐ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | |
| (g) |
☐ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | |
| (h) |
☐ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) |
☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) |
☐ A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J); | |
| (k) |
☐ Group, in accordance with §240.13d-1(b)(1)(ii)(K). | |
| CUSIP No. 89154L100 | 13G | Page 5 of 6 Pages |
If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution:
Item 4. Ownership.
The information required by Items 4(a)-(c) is set forth in Rows 5-11 of each Cover Page and is incorporated herein by reference.
Deep Basin expressly declares that this filing shall not be construed as an admission that it is, for the purposes of Sections 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by this filing.
Item 5. Ownership of 5 Percent or Less of a Class.
This Schedule 13G constitutes an exit filing for the Fund.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☐.
Item 6. Ownership of More than 5 Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
| CUSIP No. 89154L100 | 13G | Page 6 of 6 Pages |
SIGNATURES
After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
| DATED: February 14, 2020 | ||
| DEEP BASIN CAPITAL LP | ||
| By: | /s/ Christian G. Hildenbrand | |
| Christian G. Hildenbrand, Chief Compliance Officer | ||
| DEEP BASIN LONG-SHORT MASTER FUND LP | ||
| BY: DEEP BASIN LONG-SHORT FUND GP LLC, its general partner | ||
| By: | /s/ Christian G. Hildenbrand | |
| Christian G. Hildenbrand, Chief Compliance Officer | ||