SEC FORM 5

SEC FORM 5 SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

Zimmer Evan J.

(Last)

(First)

(Middle)

5100 W. 115TH PLACE

(Street)

LEAWOOD

66211

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Tortoise Acquisition Corp. II [ SNPR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Vice President

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Ordinary Shares	09/11/2020		P4	83,650	A	$10.54⁽¹⁾⁽²⁾	83,650	I	See footnote⁽³⁾
Class A Ordinary Shares	11/02/2020		P4	3,800	A	$10.22⁽¹⁾	3,800	I	See footnote⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrant	$11.5	09/11/2020		4P	20,912		⁽⁴⁾	⁽⁴⁾	Class A Ordinary Shares	20,912	$10.54⁽¹⁾⁽²⁾	20,912	I	See footnote⁽⁵⁾
Warrant	$11.5	11/02/2020		4P	950		⁽⁴⁾	⁽⁴⁾	Class A Ordinary Shares	950	$10.22⁽¹⁾	950	I	See footnote⁽⁵⁾

Explanation of Responses:

1. The purchase price represents the price per unit.

2. The purchase price reported is a weighted average price. The units were purchased in multiple transactions at prices ranging from $10.52 to $10.63, inclusive. The reporting person undertakes to provide Tortoise Acquisition Corp. II, any security holder of Tortoise Acquisition Corp. II or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of units purchased at each price within the range set forth in footnote (2) to this Form 5.

3. Represents Class A Ordinary Shares underlying the units previously purchased by immediate family members of the Reporting Person. Each unit consists of one Class A Ordinary Share and one-fourth of one redeemable warrant. All Class A Ordinary Shares indicated as indirectly owned by the Reporting Person are included because of his relation to the purchaser. The Reporting Person disclaims beneficial ownership of all Class A Ordinary Shares reported, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

4. The warrants will become exercisable on the later of (i) 30 days after the completion of the Issuer's initial business combination and (ii) 12 months from the closing of the Issuer's initial public offering, and will expire upon the earlier of (a) five years after the completion of the Issuer's initial business combination or (b) upon the liquidation of the Issuer.

5. Represents warrants underlying the units previously purchased by immediate family members of the Reporting Person. Each unit consists of one Class A Ordinary Share and one-fourth of one redeemable warrant. All warrants indicated as indirectly owned by the Reporting Person are included because of his relation to the purchaser. The Reporting Person disclaims beneficial ownership of all warrants reported, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

	/s/ Evan J. Zimmer, by Steven C. Schnitzer as Attorney-in-Fact	02/04/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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