Sec Form 4 Filing - CC Neuberger Principal Holdings III Sponsor LLC @ CC Neuberger Principal Holdings III - 2023-11-21

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 CC Neuberger Principal Holdings III Sponsor LLC 2. Issuer Name and Ticker or Trading Symbol CC Neuberger Principal Holdings III [ PRPC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 200 PARK AVENUE, 58TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 11/21/2023 (Street) NEW YORK, NY10166 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 Class B ordinary shares ( 1 ) 11/21/2023 D 15,062,499 ( 1 ) ( 1 ) Class A ordinary shares 15,062,499 $ 0 ( 2 ) 1 D ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CC Neuberger Principal Holdings III Sponsor LLC 200 PARK AVENUE, 58TH FLOOR NEW YORK, NY10166 X X ABELL KEITH W 200 PARK AVENUE, 58TH FLOOR NEW YORK, NY10166 X HACKNEY JESSE JOEL JR 200 PARK AVENUE, 58TH FLOOR NEW YORK, NY10166 X Mannelly Matthew 200 PARK AVENUE, 58TH FLOOR NEW YORK, NY10166 X Signatures CC Neuberger Principal Holdings III Sponsor LLC: By: /s/ Matthew Skurbe, Title: Authorized Signatory 11/22/2023 Signature of Reporting Person Date /s/ Matthew Skurbe, as attorney-in-fact for J. Joel Hackney, Jr 11/22/2023 Signature of Reporting Person Date /s/ Matthew Skurbe, as attorney-in-fact for Keith Abell 11/22/2023 Signature of Reporting Person Date /s/ Matthew Skurbe, as attorney-in-fact for Matthew Mannelly 11/22/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )As described in the Issuer's registration statement on Form S-1 (File No. 333-252104) under the heading "Description of Securities-Founder Shares", Class B ordinary shares, par value $0.001 per share of the Issuer ("Class B ordinary shares"), would have automatically converted into Class A ordinary shares, par value $0.0001 per share, of the Issuer at the time of the Issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights and had no expiration date. ( 2 )In connection with the liquidation and dissolution of the Issuer, each of J. Joel Hackney, Jr, Keith Abell, and Matthew Mannelly surrendered to the Issuer, for no consideration, 40,000 Class B ordinary shares directly held by such reporting person. CC Neuberger Principal Holdings III Sponsor LLC (the "Sponsor") and Matthew Skurbe surrendered to the Issuer, for no consideration, 14,942,499 Class B ordinary shares directly held by the Sponsor. Upon effectiveness of the Issuer's delisting and deregistration in connection with the Company's liquidation, the reporting person's Section filing obligations will cease. ( 3 )Solely with regard to the Sponsor, there are four managers of Sponsor's board of managers. Each manager has one vote, and the approval of a majority is required to approve an action of Sponsor. Under the so-called "rule of three", if voting and dispositive decisions regarding an entity's securities are made by three or more individuals, and a voting or dispositive decision requires the approval of a majority of those individuals, then none of the individuals is deemed a beneficial owner of the entity's securities. This is the situation with regards to Sponsor. Based upon the foregoing analysis, no individual manager of Sponsor exercises voting or dispositive control over any of the securities held by Sponsor, even those in which he or she directly holds a pecuniary interest. Accordingly, none of them will be deemed to have or share beneficial ownership of such securities.

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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