Sec Form 4 Filing - Decarbonization Plus Acquisition Sponsor III LLC @ Decarbonization Plus Acquisition Corp III - 2021-04-21

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Decarbonization Plus Acquisition Sponsor III LLC 2. Issuer Name and Ticker or Trading Symbol Decarbonization Plus Acquisition Corp III [ DCRC] 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 RIVERSTONE HOLDINGS LLC, 712 FIFTH AVENUE, 36TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 04/21/2021 (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 Class B Common Stock, par value $0.0001 per share ( 1 ) 04/21/2021 P( 2 ) 40,000 ( 1 ) ( 1 ) Class A Common Stock, par value $0.0001 per share 40,000 $ 0.0001 ( 2 ) 9,702,500 I See footnotes ( 3 ) ( 4 )

Reporting Owners Reporting Owner N ame / Address Relationships Director 10% Owner Officer Other Decarbonization Plus Acquisition Sponsor III LLC C/O RIVERSTONE HOLDINGS LLC 712 FIFTH AVENUE, 36TH FLOOR NEW YORK, NY10019 X RIVERSTONE HOLDINGS LLC C/O RIVERSTONE HOLDINGS LLC 712 FIFTH AVENUE, 36TH FLOOR NEW YORK, NY10019 X LEUSCHEN DAVID M C/O RIVERSTONE HOLDINGS LLC 712 FIFTH AVENUE, 36TH FLOOR NEW YORK, NY10019 X LAPEYRE PIERRE F JR C/O RIVERSTONE HOLDINGS LLC 712 FIFTH AVENUE, 36TH FLOOR NEW YORK, NY10019 X Signatures Decarbonization Plus Acquisition Sponsor III LLC, /s/ Peter Haskopoulos, Managing Director 04/22/2021 Signature of Reporting Person Date Riverstone Holdings LLC, /s/ Peter Haskopoulos, Authorized Person 04/22/2021 Signature of Reporting Person Date David M. Leuschen, /s/ Peter Haskopoulos, Attorney-in-fact 04/22/2021 Signature of Reporting Person Date Pierre F. Lapeyre, Jr., /s/ Peter Haskopoulos, Attorney-in-fact 04/22/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares of Class B Common Stock are convertible into shares of the Issuer's Class A Common Stock on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, and have no expiration date. ( 2 )Pursuant to the Securities Agreement, dated April 21, 2021, by and among the Issuer, Decarbonization Plus Acquisition Sponsor III LLC and Michael Warren, the Reporting person acquired 40,000 shares of Class B Common Stock from the Issuer following Michael Warren's resignation from the board of directors of the Issuer and forfeiture of an equivalent number of shares of Class B Common Stock of the Issuer. ( 3 )Decarbonization Plus Acquisition Sponsor III LLC is the record holder of the shares reported herein. David M. Leuschen and Pierre F. Lapeyre, Jr. are the managing directors of Riverstone Holdings LLC, which is the sole and managing member of Decarbonization Plus Acquisition Sponsor III LLC. ( 4 )Each of Riverstone Holdings, LLC, Mr. Leuschen and Mr. Lapeyre may be deemed to have or share beneficial ownership of the common stock held directly by Decarbonization Plus Acquisition Sponsor III LLC. Each such entity or person disclaims any such beneficial ownership of such securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.