Sec Form 3 Filing - Sgro David @ Legato Merger Corp. III - 2024-02-05

FORM 3 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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Sgro David 2. Issuer Name and Ticker or Trading Symbol Legato Merger Corp. III [ LEGT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Non-Executive Vice-Chairman (Last) (First) (Middle) C/O LEGATO MERGER CORP III, 777 THIRD AVENUE, 37TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 02/05/2024 (Street) NEW YORK, NY10017 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Ordinary shares ( 1 ) 25,000 ( 1 ) ( 2 ) D Ordinary shares 374,413 ( 3 ) I By Eric S Rosenfeld 2017 Trust No. 1, Eric S Rosenfeld 2017 Trust No. 2 ( 4 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 Warrant ( 1 ) $ 11.5 ( 5 ) ( 6 ) Common stock 1,250 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Sgro David C/O LEGATO MERGER CORP III 777 THIRD AVENUE, 37TH FLOOR NEW YORK, NY10017 X Non-Executive Vice-Chairman Signatures /s/ David D. Sgro 02/05/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes securities within up to 2,500 Units the Reporting Person has irrevocably committed to purchase upon consummation of the Issuer's initial public offering. Each Unit consists of one ordinary share and one half of one warrant. ( 2 )Includes up to 1,582 shares that may be forfeited, and up to 176 shares within Units for which the Reporting Person may not subscribe, to the extent that the underwriters in the Issuer's initial public offering does not fully exercise its overallotment option. ( 3 )Includes up to 67,721 shares that may be forfeited to the extent that the underwriter in the Issuer's initial public offering does not fully exercise its overallotment option. ( 4 )The Reporting Person is the trustee of these trusts and has sole voting and dispositive power over the securities held thereby. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his ultimate pecuniary interest therein. ( 5 )Each warrant will become exercisable 30 days after the completion by the Issuer of an initial business combination. ( 6 )Each warrant will expire five years after the completion by the Issuer of an initial business combination, or earlier upon redemption; provided that the warrants will expire earlier if the Issuer has not completed an initial business combination within the required time period and liquidates the trust account in connection therewith.

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 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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