0001193125-19-070826.txt : 20190311 0001193125-19-070826.hdr.sgml : 20190311 20190311160733 ACCESSION NUMBER: 0001193125-19-070826 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20190311 DATE AS OF CHANGE: 20190311 GROUP MEMBERS: DEEP BASIN LONG-SHORT MASTER FUND LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Tortoise Acquisition Corp. CENTRAL INDEX KEY: 0001759631 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-90949 FILM NUMBER: 19672360 BUSINESS ADDRESS: STREET 1: 11550 ASH STREET STREET 2: SUITE 300 CITY: LEAWOOD STATE: KS ZIP: 66211 BUSINESS PHONE: (913) 981-1020 MAIL ADDRESS: STREET 1: 11550 ASH STREET STREET 2: SUITE 300 CITY: LEAWOOD STATE: KS ZIP: 66211 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Deep Basin Capital LP CENTRAL INDEX KEY: 0001719655 IRS NUMBER: 364858155 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 6 SUBURBAN AVENUE CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 9178099507 MAIL ADDRESS: STREET 1: 6 SUBURBAN AVENUE CITY: STAMFORD STATE: CT ZIP: 06901 SC 13G 1 d630743dsc13g.htm SC 13G SC 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.     )*

 

 

TORTOISE ACQUISITION CORP.

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

89154L100

(CUSIP Number)

February 28, 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 March 4, 2019, as reported on the Form 8-K filed by the Issuer (as defined herein) with the Securities and Exchange Commission on March 5, 2019 (“Form 8-K”).


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

 

  1,267,484

  7.       

  SOLE DISPOSITIVE POWER

 

  0

  8.       

  SHARED DISPOSITIVE POWER

 

  1,267,484

  9.      

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  1,267,484

10.      

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)

 

  ☐

11.      

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

  5.4% (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 March 4, 2019, as reported on Form 8-K.


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

6 Suburban Avenue, Stamford, Connecticut 06901

 

  (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.

Not applicable.

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: March 11, 2019
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
EX-99.1 2 d630743dex991.htm EX-99.1 EX-99.1

Exhibit 1

JOINT FILING AGREEMENT

PURSUANT TO SECTION 240.13D-1 (K)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that it knows or has reason to believe that such information is inaccurate.

 

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