Sec Form 3 Filing - SilverBox Engaged Sponsor III LLC @ SilverBox Corp III - 2023-02-27

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
SilverBox Engaged Sponsor III LLC
2. Issuer Name and Ticker or Trading Symbol
SilverBox Corp III [ SBXC]
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)
1250 S. CAPITAL OF TEXAS HIGHWAY, BUILDING 2, SUITE 285
3. Date of Earliest Transaction (MM/DD/YY)
02/27/2023
(Street)
AUSTIN, TX78746
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 3,450,000 ( 2 ) ( 3 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SilverBox Engaged Sponsor III LLC
1250 S. CAPITAL OF TEXAS HIGHWAY
BUILDING 2, SUITE 285
AUSTIN, TX78746
X
BOXWOOD HOLDINGS II LLC
C/O SILVERBOX SPONSOR III, 1250 S,
CAPITAL OF TEXAS HIGHWAY, BUILDING 2.
AUSTIN, TX78746
X
Reece Joseph E
1250 S. CAPITAL OF TEXAS HIGHWAY
BUILDING 2, SUITE 285
AUSTIN, TX78746
X Founding Partner
Kadenacy Stephen M
1250 S. CAPITAL OF TEXAS HIGHWAY
BUILDING 2, SUITE 285
AUSTIN, TX78746
X X Chairman & Chief Exec. Officer
Signatures
/s/ Joseph Reece, as Authorized Signatory of Boxwood Holdings II LLC, the managing member of SilverBox Sponsor III LLC 02/27/2023
Signature of Reporting Person Date
/s/ Joseph Reece, as Authorized Signatory of Boxwood Holdings II LLC 02/27/2023
Signature of Reporting Person Date
/s/ Joseph Reece 02/27/2023
Signature of Reporting Person Date
/s/ Stephen Kadenacy 02/27/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )As described in the issuer's registration statement on Form S-1 (File No. 333-269713) under the heading "Description of Securities - Founder Shares", the shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the issuer's initial business combination, 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 has no expiration date.
( 2 )These shares represent Class B common stock held SilverBox Sponsor III LLC, acquired pursuant to a subscription agreement by and between SilverBox Sponsor III LLC and the issuer. The Class B common stock owned by the reporting person includes up to 450,000 shares that are subject to forfeiture in the event the underwriters of the initial public offering of the issuer's securities do not exercise in full their over-allotment option as described in the issuer's registration statement.
( 3 )SilverBox Sponsor III LLC is the record holder of the shares reported herein. Boxwood Holdings II LLC is the managing member of SilverBox Sponsor III LLC, Mr. Kadenacy, the issuer's Chairman and Chief Executive Officer and Mr. Reece, the issuer's Founding Partner, are each a principal of Boxwood Holdings II LLC. As such, they may be deemed to have or share beneficial ownership of the Class B common stock held directly by SilverBox Sponsor III LLC. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interests they may have therein, directly or indirectly.

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