Sec Form 4 Filing - Meghji Mohsin Y @ M III Acquisition Corp. - 2017-05-17

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) 05/17/2017 (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

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 05/17/2017 P V 4,100 ( 1 ) ( 1 ) Common Stock 2,050 $ 0.31 1,638,503 ( 2 ) D ( 3 ) Warrants $ 5.75 05/18/2017 P V 8,800 ( 1 ) ( 1 ) Common Stock 4,400 $ 0.3 1,647,303 ( 2 ) D ( 3 ) Warrants $ 5.75 05/19/2017 P V 41,500 ( 1 ) ( 1 ) Common Stock 20,750 $ 0.3052 ( 4 ) 1,688,803 ( 2 ) D ( 3 )

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 of registrant 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 of registrant 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 05/19/2017 Signature of Reporting Person Date /s/ Mohsin Y. Meghji as Managing Member of M III Acquisition Partners I LLC, on its own behalf and as the Sole Managing Member of M III Sponsor I LLC 05/19/2017 Signature of Reporting Person Date /s/ Mohsin Y. Meghji as Chief Executive Officer of M III Acquisition Partners I Corp., on its own behalf and as the Sole General Partner of M III Sponsor I LP 05/19/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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 registrant's initial public offering on July 12, 2016 or (ii) 30 days following the consummation of the registrant's initial business combination (the "Business Combination"), and expiring on the fifth anniversary of the consummation of the Business Combination. ( 2 )Includes 340,000 warrants included in the private placement units acquired by the reporting persons in connection with the registrant's initial public offering. 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. ( 3 )These warrants were purchased directly by Mr. Meghji. ( 4 )Represents the weighted average purchase price of the warrants on such date. Warrants were acquired in multiple transactions at prices ranging from $0.30 per warrant to $0.31 per warrant. The reporting persons undertake to provide to the registrant, any security holder of the registrant, 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.

Remarks: Chairman and Chief Executive Officer

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).

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