Sec Form 4 Filing - Meghji Mohsin Y @ M III Acquisition Corp. - 2016-07-07

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 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 Meghji Mohsin Y 2. Issuer Name and Ticker or Trading Symbol M III Acquisition Corp. [ MIIIU] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) See Remarks (Last) (First) (Middle) 3 COLUMBUS CIRCLE, 15TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 07/07/2016 (Street) NEW YORK, NY10019 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 Common Stock 07/07/2016 J( 1 )( 2 ) 718,750 D $ 0 ( 1 ) ( 2 ) 4,272,500 I see footnote ( 3 )

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Meghji Mohsin Y 3 COLUMBUS CIRCLE, 15TH FLOOR NEW YORK, NY10019 X X See Remarks M III Sponsor I LP 3 COLUMBUS CIRCLE, 15TH FLOOR NEW YORK, NY10019 Sponsor to issuer M III Acquisition Partners I Corp. 3 COLUMBUS CIRCLE, 15TH FLOOR NEW YORK, NY10019 General partner of sponsor M III Sponsor I LLC 3 COLUMBUS CIRCLE, 15TH FLOOR NEW YORK, NY10019 Sponsor to issuer M III Acquisition Partners I LLC 3 COLUMBUS CIRCLE, 15TH FLOOR NEW YORK, NY10019 Managing member of sponsor Signatures /s/ Mohsin Y. Meghji 07/07/2016 Signature of Reporting Person Date /s/ Mohsin Y. Meghji as Managing Member of M III Acquisition Partners I LLC, the Sole Managing Member of M III Sponsor I LLC 07/07/2016 Signature of Reporting Person Date /s/ Mohsin Y. Meghji as Sole Managing Member of M III Acquisition Partners I LLC 07/07/2016 Signature of Reporting Person Date /s/ Mohsin Y. Meghji as Chief Executive Officer of M III Acquisition Partners I Corp., the Sole General Partner of M III Sponsor I LP 07/07/2016 Signature of Reporting Person Date /s/ Mohsin Y. Meghji as Chief Executive Officer of M III Acquisition Partners I Corp. 07/07/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares represent common stock held by M III Sponsor I LLC and M III Sponsor I LP (collectively, the "Sponsors"), acquired pursuant to a subscription agreement by and between M III Sponsor I LLC and the registrant and a transfer agreement by and between the Sponsors. Mohsin Y. Meghji, the Chairman and Chief Executive Officer of the registrant, is the sole managing member of M III Acquisition Partners I LLC, the sole managing member of M III Sponsor I LLC. Mr. Meghji is also the Chief Executive Officer of M III Acquisition Partners I Corp., the sole general partner of M III Sponsor I LP. Mr. Meghji has sole voting and dispositive control over the shares held by the Sponsors and may be deemed the beneficial owner of such shares. ( 2 )On July 7, 2016, the Sponsors and the registrant entered into a cancellation agreement wherein the Sponsors forfeited an aggregate of 718,750 for no consideration in connection with the final pricing of the registrant's initial public offering (the "IPO"). These shares include an aggregate of 562,500 shares that are subject to forfeiture by the Sponsors to the extent that the underwriters do not exercise their overallotment option in connection with the registrant's IPO in full. ( 3 )Mr. Meghji disclaims beneficial ownership over any securities owned by the Sponsors in which he does not have any pecuniary interest.

Remarks: Chairman and Chief Executive Officer

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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