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. [ MIIIW] 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, NY10016 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

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 Warrants $ 5.75 07/07/2016 P V 460,000 ( 3 ) ( 3 ) Common Stock 230,000 ( 1 ) 460,000 D ( 2 ) Warrants ( 4 ) $ 5.75 11/17/2016 P V 579,900 ( 3 ) ( 3 ) Common Stock 289,950 $ 0.21 ( 5 ) 1,039,900 D ( 7 ) Warrants ( 4 ) $ 5.75 11/18/2016 P V 108,000 ( 3 ) ( 3 ) Common Stock 54,000 $ 0.21 ( 6 ) 1,147,900 D ( 7 ) Warrants ( 4 ) $ 5.75 11/21/2016 P V 5,500 ( 3 ) ( 3 ) Common Stock 2,750 $ 0.2 1,153,400 D ( 7 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Meghji Mohsin Y 3 COLUMBUS CIRCLE, 15TH FLOOR NEW YORK, NY10016 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 C/O M III ACQUISITION CORP. 3 COLUMBUS CIRCLE, 15TH FLOOR NEW YORK, NY10019 Sponsor to issuer M III Acquisition Partners I LLC C/O M III ACQUISITION CORP. 3 COLUMBUS CIRCLE, 15TH FLOOR NEW YORK, NY10019 Managing member of sponsor Signatures /s/ Mohsin Y. Meghji 11/22/2016 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 11/22/2016 Signature of Reporting Person Date /s/ Mohsin Y. Meghji as Sole Managing Member of M III Acquisition Partners I LLC 11/22/2016 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 11/22/2016 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 11/22/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These warrants were included in the private placement units acquired pursuant to that certain Second Amended and Restated Unit Subscription Agreement, dated as of July 7, 2016, by and among M III Sponsor I LLC and M III Sponsor I LP (collectively, the "Sponsors") and M III Acquisition Corp. (the "Issuer") for $10.00 per unit. These warrants are substantially similar to the warrants included in the units sold in the Issuer's initial public offering (the "Public Warrants"). Such warrants are subject to certain transfer restrictions and may be exercised for cash or on a cashless basis, and are not subject to redemption. ( 2 )Mohsin Y. Meghji, the Chairman and Chief Executive Officer of the Issuer, is the sole managing member of M III Acquisition Partners I LLC, which is 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., which is the sole general partner of M III Sponsor I LP. Mr. Meghji has sole voting and dispositive control over the securities held by the Sponsors and may be deemed the beneficial owner of such securities. ( 3 )Each warrant is exercisable to purchase one half share of common stock at an exercise price of $5.75 during the period commencing on the later of (i) twelve months from the date of the closing of the Issuer's initial public offering or (ii) 30 days following the consummation of the Issuer's initial business combination (the "Business Combination"), and expiring on the fifth anniversary of the consummation of the Business Combination. ( 4 )These warrants are Public Warrants. ( 5 )Represents the weighted average purchase price of the warrants on such date. The warrants were acquired in multiple transactions at prices ranging from $0.21 per warrant to $0.22 per warrant. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of warrants acquired at each separate price within the ranges set forth in this footnote. ( 6 )Represents the weighted average purchase price of the warrants on such date. Warrants were acquired in multiple transactions at prices ranging from $0.20 per warrant to $0.21 per warrant. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of warrants acquired at each separate price within the ranges set forth in this footnote. ( 7 )Purchased directly by Mr. Meghji

Remarks: Chairman and Chief Executive Officer

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