Sec Form 4 Filing - dMY Sponsor III, LLC @ dMY Technology Group, Inc. III - 2020-12-28

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 dMY Sponsor III, LLC 2. Issuer Name and Ticker or Trading Symbol dMY Technology Group, Inc. III [ DMYI] 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) C/O DMY TECHNOLOGY GROUP, INC. III, 1180 NORTH TOWN CENTER DRIVE, SUITE 100 3. Date of Earliest Transaction (MM/DD/YY) 12/28/2020 (Street) LAS VEGAS, NV89144 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 Common Stock ( 1 ) 12/28/2020 D( 1 ) 406,250 ( 2 ) ( 2 ) Class A Common Stock 406,250 $ 0 7,425,000 D ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other dMY Sponsor III, LLC C/O DMY TECHNOLOGY GROUP, INC. III 1180 NORTH TOWN CENTER DRIVE, SUITE 100 LAS VEGAS, NV89144 X X You Harry L. C/O DMY TECHNOLOGY GROUP, INC. III 1180 NORTH TOWN CENTER DRIVE, SUITE 100 LAS VEGAS, NV89144 X X Chairman Signatures /s/ Christina Min, Attorney-in-Fact for dMY Sponsor III, LLC 12/29/2020 Signature of Reporting Person Date /s/ Christina Min, Attorney-in-Fact for Harry L. You 12/29/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On December 28, 2020, dMY Sponsor III, LLC forfeited to the Issuer at no cost 406,250 shares of Class B common stock of the Issuer, in connection with the election by the underwriters of the Issuer's initial public offering of units to exercise an option granted to them to cover over-allotments in part and not in full. ( 2 )The shares of Class B common stock are convertible for shares of the Issuer's Class A common stock as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333- 249524) (the "Registration Statement") and have no expiration date. ( 3 )dMY Sponsor III, LLC is the record holder of the securities reported herein. Harry L. You is the manager of dMY Sponsor III, LLC and has voting and investment discretion with respect to the securities held of record by dMY Sponsor III, LLC.

Remarks: See Exhibit 99.1 - Joint Filer Information, which is incorporated herein by reference and describes in further detail the relationships of the Reporting Persons to the Issuer.

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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