Statement of Changes in Beneficial Ownership (4)
October 05 2020 - 5:19PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
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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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1. Name and Address of Reporting Person
*
JENKINS HOWARD M |
2. Issuer Name and Ticker or Trading Symbol
Hyliion Holdings Corp.
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HYLN
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O HYLIION HOLDINGS CORP., 1202 BMC DRIVE, SUITE 100 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
10/1/2020 |
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(Street)
CEDAR PARK, TX 78613
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 10/1/2020 | | A | | 16656790 | A | (1) | 16656790 | I | By LLC (2) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Explanation of Responses: |
| (1) | Received pursuant to the Business Combination Agreement and Plan of Reorganization, dated as of June 18, 2020, by and among Tortoise Acquisition Corp. ("Tortoise"), Hyliion Inc. ("Legacy Hyliion") and SHLL Merger Sub Inc., a wholly-owned subsidiary of Tortoise ("Merger Sub"), pursuant to which Merger Sub merged with and into Legacy Hyliion, with Legacy Hyliion surviving the merger as a wholly-owned subsidiary of Tortoise (which subsequently changed its name to "Hyliion Holdings Corp.", the "Issuer"). |
| (2) | Shares are held directly by Axioma Ventures, LLC ("Ventures"). The sole member of Ventures is Axioma Holdings, LLC ("Holdings"). The sole manager of Holdings is Axioma Management, LLC ("Management"). Howard Jenkins, Alexander Jenkins and Kiran Lingam are managers of Management. Each of Holdings, Management, Howard Jenkins, Alexander Jenkins and Kiran Lingam disclaims beneficial ownership of such shares except to the extent of its or his respective pecuniary interest therein. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
JENKINS HOWARD M
C/O HYLIION HOLDINGS CORP.
1202 BMC DRIVE, SUITE 100
CEDAR PARK, TX 78613 | X | X |
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AXIOMA VENTURES, LLC
601 SOUTH BOULEVARD
TAMPA, FL 33606 |
| X |
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AXIOMA HOLDINGS, LLC
601 SOUTH BOULEVARD
TAMPA, FL 33606 |
| X |
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AXIOMA MANAGEMENT, LLC
601 SOUTH BOULEVARD
TAMPA, FL 33606 |
| X |
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JENKINS ALEXANDER H.
601 SOUTH BOULEVARD
TAMPA, FL 33606 |
| X |
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LINGAM KIRAN
601 SOUTH BOULEVARD
TAMPA, FL 33606 |
| X |
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Signatures
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| /s/ Howard M. Jenkins | | 10/5/2020 |
| **Signature of Reporting Person | Date |
| Axioma Ventures, LLC: by /s/ Howard M. Jenkins, Manager of Manager of Member | | 10/5/2020 |
| **Signature of Reporting Person | Date |
| Axioma Holdings, LLC: by /s/ Howard M. Jenkins, Manager of Manager | | 10/5/2020 |
| **Signature of Reporting Person | Date |
| Axioma Management, LLC: by /s/ Howard M. Jenkins, Manager | | 10/5/2020 |
| **Signature of Reporting Person | Date |
| /s/ Alexander H. Jenkins | | 10/5/2020 |
| **Signature of Reporting Person | Date |
| /s/ Kiran Lingam | | 10/5/2020 |
| **Signature of Reporting Person | Date |
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