Security and Issuer.
This Schedule 13D relates to the common stock, par value $0.001 per
share (the “Common Stock”), of Hyliion Holdings Corp. (the
“Issuer”). The Issuer’s principal executive office is located at
1202 BMC Drive, Suite 100, Cedar Park, Texas 78613.
Identity and Background
(a) Thomas J. Healy, an individual ( “Reporting Person”).
(b) The business address of Reporting Person is Hyliion Holdings
Corp., 1202 BMC Drive, Suite 100, Cedar Park, Texas 78613.
(c) Reporting Person is the Chief Executive Officer and a member of
the Board of Directors of the Issuer.
(d)–(e) During the last five years, Reporting Person has not been
(1) convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (2) a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding has been or is
subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with
respect to such laws.
(f) Reporting Person is a citizen of the United States.
Source and Amount of Funds or Other
Reporting Person is deemed to beneficially own 34,972,856 shares of
Common Stock of the Issuer as reflected in this Schedule 13D. The
consideration used to acquire beneficial ownership of the shares of
Common Stock of the Issuer consisted solely of personal funds.
Reporting Person acquired the shares 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.”).
Purpose of Transaction
The information furnished in Item 3 is incorporated into this Item
4 by reference.
Interest in Securities of the Issuer
(a) As of the date hereof, Reporting Person beneficially owns
34,972,856 shares of the Issuer’s Common Stock, which represents
approximately 22.72% of the Issuer’s Common Stock, consisting of
34,972,856 shares of Common Stock owned outright.
(b) Reporting Person may be deemed to hold sole voting and
dispositive power over his 34,972,856 shares of Common Stock of the