Sec Form 3 Filing - Torres Julio A. @ Andina Acquisition Corp. III - 2019-01-24

Insider filing report for Changes in Beneficial Ownership
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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
Torres Julio A.
2. Issuer Name and Ticker or Trading Symbol
Andina Acquisition Corp. III [ ANDA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
C/O ANDINA ACQUISITION CORP. III, CALLE 113 #7-45 TORRE B, OFICINA 1012
3. Date of Earliest Transaction (MM/DD/YY)
01/24/2019
(Street)
BOGATA, F8
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 ) 187,873 ( 2 ) D
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
Redeemable Warrant ( 1 ) ( 5 ) ( 3 ) ( 4 ) Ordinary Shares 11,364 D
Right to Receive Ordinary Shares ( 1 ) ( 6 ) ( 6 ) ( 7 ) Ordinary Shares 1,136 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Torres Julio A.
C/O ANDINA ACQUISITION CORP. III
CALLE 113 #7-45 TORRE B, OFICINA 1012
BOGATA, F8
X Chief Executive Officer
Signatures
/s/ Julio A. Torres 01/24/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Includes securities underlying 11,364 units of the Issuer, which units, prior to the effective date of the registration statement relating to the Issuer's initial public offering, the reporting person irrevocably committed to purchase. Each unit ("Unit") consists of one ordinary share, one redeemable warrant entitling the holder to purchase one ordinary share, and one right exchangeable for 1/10 of one ordinary share. The purchase of these Units is being made on a private placement basis and will be consummated simultaneously with the consummation of the Issuer's initial public offering. Does not include securities underlying up to 1,136 additional Units which the reporting person irrevocably committed to purchase in the event the underwriters in the Issuer's initial public offering exercise their overallotment option in full.
( 2 )Includes up to 34,844 ordinary shares that may be forfeited if the underwriters in the Issuer's initial public offering do not exercise the overallotment option in full. Also includes 69,688 ordinary shares which will vest only if the reporting person remains affiliated with the Issuer at the time of the Issuer's initial business combination.
( 3 )Each warrant will become exercisable on the later of the completion of the Issuer's initial business combination and January 24, 2020.
( 4 )Each warrant will expire five years after the completion of the Issuer's initial business combination.
( 5 )Each warrant entitles the holder to purchase one ordinary share at a price of $11.50 per share, subject to adjustment in the event of certain capital-raising transactions.
( 6 )Each right is exchangeable for 1/10 of one ordinary share upon the completion of the Issuer's initial business combination.
( 7 )In the event that the Issuer is unable to complete an initial business combination and redeems the public shares issued in the Issuer's initial public offering, each right will expire worthless.

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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