SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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* TortoiseEcofin Sponsor III LLC (Last) (First) (Middle) 6363 COLLEGE BOULEVARD (Street) OVERLAND PARK KS 66211 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 07/19/2021	3. Issuer Name and Ticker or Trading Symbol TortoiseEcofin Acquisition Corp. III [ TRTL ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Ordinary Shares	(1)	(1)	Class A Ordinary Shares	8,625,000(2)	(1)	I	See footnote(3)

1. Name and Address of Reporting Person* TortoiseEcofin Sponsor III LLC (Last) (First) (Middle) 6363 COLLEGE BOULEVARD (Street) OVERLAND PARK KS 66211 (City) (State) (Zip)

1. Name and Address of Reporting Person* TortoiseEcofin Borrower LLC (Last) (First) (Middle) 6363 COLLEGE BOULEVARD (Street) OVERLAND PARK KS 66211 (City) (State) (Zip)

1. Name and Address of Reporting Person* TortoiseEcofin Investments, LLC (Last) (First) (Middle) 6363 COLLEGE BOULEVARD (Street) OVERLAND PARK KS 66211 (City) (State) (Zip)

Explanation of Responses:

1. The Class B Ordinary Shares are convertible into the Issuer's Class A Ordinary Shares on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights and have no expiration date.

2. Includes 1,125,000 Class B Ordinary Shares that are subject to forfeiture if the underwriters in the Issuer's initial public offering do not exercise their over-allotment option.

3. TortoiseEcofin Sponsor III LLC is the record holder of the shares reported herein. TortoiseEcofin Borrower LLC is the managing member of TortoiseEcofin Sponsor III LLC. 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 Borrower LLC and TortoiseEcofin Investments, LLC may be deemed to have or share beneficial ownership of the ordinary shares held directly by TortoiseEcofin Sponsor III LLC. The address of each of TortoiseEcofin Borrower LLC and TortoiseEcofin Investments, LLC is 6363 College Boulevard, Overland Park, Kansas 66211.

Remarks:

Exhibit List: Exhibit 24.1 - Power of Attorney (TortoiseEcofin Sponsor III LLC), Exhibit 24.2 - Power of Attorney (TortoiseEcofin Borrower LLC) and Exhibit 24.3 - Power of Attorney (TortoiseEcofin Investments, LLC)

	/s/ TortoiseEcofin Sponsor III LLC, by Steven C. Schnitzer as Attorney-in-Fact	07/19/2021
	/s/ TortoiseEcofin Borrower LLC, by Steven C. Schnitzer as Attorney-in-Fact	07/19/2021
	/s/ TortoiseEcofin Investments, LLC, by Steven C. Schnitzer as Attorney-in-Fact	07/19/2021
	** 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 5 (b)(v).
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