SC 13G/A 1 ea135309-13ga1tortoi_hyliion.htm AMENDMENT NO. 1 TO SCHEDULE 13G

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

Hyliion Holdings Corp.

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share
(Title of Class of Securities)

449109 107
(CUSIP Number)

December 31, 2020
(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 the disclosures provided in a prior cover page.

The information required in 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).

(Continued on the following pages)

(Page 1 of 6 Pages)

CUSIP No. 449109 107

13G

Page 2 of 6 Pages

1	NAME OF REPORTING PERSON TortoiseEcofin Borrower LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a): ☐ (b): ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

SHARES BENEFICIALLY OWNED BY

EACH REPORTING PERSON WITH

SOLE VOTING POWER

SHARED VOTING POWER

6,208,403 (1)

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

6,208,403 (1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,208,403 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.0% (2)
12	TYPE OF REPORTING PERSON OO

(1) On October 2, 2020, Tortoise Sponsor LLC dissolved and transferred an aggregate of 4,439,605 shares of Common Stock to its individual members, of which 1,772,290 shares were transferred to TortoiseEcofin Borrower LLC. TortoiseEcofin Borrower LLC is the record holder of the shares reported herein. TortoiseEcofin Parent Holdco LLC is the sole member of TortoiseEcofin Borrower LLC, and TortoiseEcofin Investments, LLC is the sole member of TortoiseEcofin Parent Holdco LLC. Accordingly, TortoiseEcofin Investments, LLC may be deemed to have or share beneficial ownership of the shares of Common Stock held directly by TortoiseEcofin Borrower LLC.

(2) The percentage set forth in Row 11 of this Cover Page is based on the 153,901,829 shares of the Issuer’s Common Stock outstanding as of November 10, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 12, 2020.

CUSIP No. 449109 107

13G

Page 3 of 6 Pages

1	NAME OF REPORTING PERSON TortoiseEcofin Investments, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a): ☐ (b): ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

SHARES BENEFICIALLY OWNED BY

EACH REPORTING PERSON WITH

SOLE VOTING POWER

SHARED VOTING POWER

6,208,403 (1)

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

6,208,403 (1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,208,403 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.0% (2)
12	TYPE OF REPORTING PERSON OO

CUSIP No. 449109 107

13G

Page 4 of 6 Pages

This Amendment No. 1 to the Schedule 13G (“Amendment No. 1”) amends, in its entirety, the Schedule 13G originally filed by the undersigned on February 13, 2020. This Amendment No. 1 constitutes an exit filing.

Item 1(a). NAME OF ISSUER:

Hyliion Holdings Corp. (the “Issuer”)

Item 1(b). ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:

1202 BMC Drive, Suite 100, Cedar Park, TX 78613

Item 2(a). NAME OF PERSON FILING:

This Amendment No. 1 is being jointly filed by the following entities and persons, all of whom are together referred to herein as the “Reporting Persons”:

(i)

TortoiseEcofin Borrower LLC, a Delaware limited liability company; and

(ii)

TortoiseEcofin Investments, LLC, a Delaware limited liability company.

TortoiseEcofin Borrower LLC is the record holder of the shares reported herein. TortoiseEcofin Parent Holdco LLC is the sole member of TortoiseEcofin Borrower LLC, and TortoiseEcofin Investments, LLC is the sole member of TortoiseEcofin Parent Holdco LLC. Accordingly, TortoiseEcofin Investments, LLC may be deemed to have or share beneficial ownership of the shares of Common Stock held directly by TortoiseEcofin Borrower LLC.

Information with respect to each Reporting Person is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of the information furnished by another Reporting Person. Pursuant to Rule 13d-4 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Reporting Persons expressly declare that the filing of this schedule shall not be construed as an admission that any such person is, for the purposes of Section 13(d) and/or Section 13(g) of the Exchange Act or otherwise, the beneficial owner of any securities covered by this schedule held by any other person, and such beneficial ownership is expressly disclaimed.

Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

5100 W. 115th Place, Leawood, KS 66211

Item 2(c). CITIZENSHIP:

(i)

TortoiseEcofin Borrower LLC – Delaware

(ii)

TortoiseEcofin Investments, LLC – Delaware

Item 2(d). TITLE OF CLASS OF SECURITIES:

Common Stock, par value $0.0001 per share (the “Common Stock”)

Item 2(e). CUSIP NUMBER:

449109 107

Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

Not applicable.

CUSIP No. 449109 107

13G

Page 5 of 6 Pages

Item 4. OWNERSHIP.

The information required by Item 4 is set forth in Rows (5) – (11) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.

Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

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 FIVE 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.

Not applicable.

CUSIP No. 449109 107

13G

Page 6 of 6 Pages

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

DATE: February 11, 2021

	TortoiseECOFIN Borrower llc

	/s/ Michelle Johnston
	Name:	Michelle Johnston
	Title:	Chief Financial Officer

	TortoiseEcofin Investments, LLC

	/s/ Michelle Johnston
	Name:	Michelle Johnston
	Title:	Chief Financial Officer

SEC Form SC 13G/A filed