Sec Form 3 Filing - Pivotal Investment Holdings III LLC @ Pivotal Investment Corp III - 2021-02-08

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
Pivotal Investment Holdings III LLC
2. Issuer Name and Ticker or Trading Symbol
Pivotal Investment Corp III [ PICC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O PIVOTAL INVESTMENT CORPORATION III, C/O GRAUBARD MILLER, 405 LEXINGTON AVE
3. Date of Earliest Transaction (MM/DD/YY)
02/08/2021
(Street)
NEW YORK, NY10174
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 ) ( 1 ) ( 1 ) Class A Common Stock 6,600,000 ( 1 ) ( 2 ) I By Pivotal Investment Holdings III LLC ( 7 )
Warrants ( 3 ) ( 6 ) ( 4 ) ( 5 ) Class A Common Stock 6,550,000 I By Pivotal Investment Holdings III LLC ( 7 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Pivotal Investment Holdings III LLC
C/O PIVOTAL INVESTMENT CORPORATION III
C/O GRAUBARD MILLER, 405 LEXINGTON AVE
NEW YORK, NY10174
X
LEDECKY JONATHAN J
C/O PIVOTAL INVESTMENT CORPORATION III
C/O GRAUBARD MILLER, 405 LEXINGTON AVE
NEW YORK, NY10174
X X
Griffin Kevin
C/O PIVOTAL INVESTMENT CORPORATION III
C/O GRAUBARD MILLER, 405 LEXINGTON AVE
NEW YORK, NY10174
X X Chief Executive Officer
Signatures
/s/ Jonathan Ledecky as Chairman of Ironbound Partners Fund LLC, a managing member of Pivotal Investment Holdings III LLC 02/08/2021
Signature of Reporting Person Date
/s/ Jonathan Ledecky 02/08/2021
Signature of Reporting Person Date
/s/ Kevin Griffin 02/08/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Class B Common Stock will automatically convert into the Issuer's Class A Common Stock at the time of the Issuer's initial business combination on a one-for-one basis. The Class B Common Stock has no expiration date.
( 2 )Includes up to 900,000 shares of Class B Common Stock which are subject to forfeiture to the extent the underwriters' over-allotment option in the Issuer's initial public offering is not exercised in full.
( 3 )Represents warrants which, prior to the effective date of the registration statement relating to the Issuer's initial public offering, the reporting person irrevocably committed to purchase. The purchase of these warrants 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 up to 720,000 additional warrants 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.
( 4 )The warrants will become exercisable on the later of 30 days after the completion of the Issuer's initial business combination or 12 months from the closing of the Issuer's initial public offering.
( 5 )The warrants will expire five years after the completion of the Issuer's initial business combination.
( 6 )Each warrant entitles the holder to purchase one share of the Issuer's Class A Common Stock at a price of $11.50 per share, subject to adjustment in the event of certain capital-raising transactions.
( 7 )These shares are owned directly by Pivotal Investment Holdings III LLC, a ten percent owner of the issuer, and indirectly by its managing members, Ironbound Partners Fund, LLC and Pivotal Spac Funding III LLC. Ironbound Partners Fund, LLC is an affiliate of Jonathan Ledecky, the Issuer's Chairman. Pivotal Spac Funding III LLC is an affiliate of MGG Investment Group, LP, whose Chief Executive Officer is Kevin Griffin, the Chief Executive Officer and a director of the Issuer. Each of Mr. Ledecky, Ironbound Partners Fund, LLC, Pivotal Spac Funding III LLC, MGG Investment Group, LP, and Mr. Griffin disclaim beneficial ownership of the securities held by Pivotal Investment Holdings III LLC, except to the extent of his or its pecuniary interest therein.

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