Sec Form 4 Filing - ANGELO MARK @ Blue Water Acquisition Corp. III - 2026-01-26

Insider filing report for Changes in Beneficial Ownership
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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
ANGELO MARK
2. Issuer Name and Ticker or Trading Symbol
Blue Water Acquisition Corp. III [ BLUW]
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 BLUE WATER ACQUISITION CORP. III, 1012 SPRINGFIELD AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
01/26/2026
(Street)
MOUNTAINSIDE, NJ07092
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
Convertible Working Capital Note ( 1 ) $ 10 ( 2 ) 01/26/2026 A( 1 ) 1 ( 2 )( 3 ) ( 2 )( 3 ) Units ( 2 ) ( 3 ) 50,000 ( 2 ) ( 3 ) $ 500,000 ( 1 ) 1 I See Footnote ( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ANGELO MARK
C/O BLUE WATER ACQUISITION CORP. III
1012 SPRINGFIELD AVENUE
MOUNTAINSIDE, NJ07092
X X
Yorkville BW Acquisition Sponsor, LLC
C/O BLUE WATER ACQUISITION CORP. III
1012 SPRINGFIELD AVENUE
MOUNTAINSIDE, NJ07092
X
Signatures
/s/ Mark Angelo 02/17/2026
Signature of Reporting Person Date
/s/ Mark Angelo, Yorkville BW Acquisition Sponsor, LLC 02/17/2026
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On January 26, 2026, the Issuer issued a convertible promissory note (the "Working Capital Note") in the principal amount of $500,000.00 to Yorkville BW Acquisition Sponsor, LLC (the "Sponsor"), in order to provide the Issuer with additional working capital. The acquisition of the Working Capital Note by the Sponsor, and through it, the beneficial acquisition of the Working Capital Note by the Sponsor's members and interest holders, is an exempt transaction under Rule 16b-3, promulgated by the U.S. Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended.
( 2 )Pursuant to the terms of the Working Capital Note, the principal balance shall not accrue interest; shall be payable by the Issuer on the earlier of the date on which the Issuer consummates its initial business combination or the date that the winding up of the Issuer is effective; and is convertible at the Sponsor's election upon the consummation of the Company's initial business combination. Should the Sponsor elect to convert all or a portion of the principal balance, the elected principal balance amount will convert, at a price of $10.00 per unit, into units identical to the private placement units issued in connection with the Issuer's initial public offering, rounded down to the nearest whole number.
( 3 )Each unit will consist of (a) one Class A ordinary share and (b) one-half of one warrant to purchase one Class A ordinary share, at an exercise price of $11.50 per share, which will become exercisable at the later of (i) 12 months from the closing of the Issuer's initial public offering and (ii) 30 days after the completion of the Issuer's initial business combination, and expiring 5 years after the completion of the Issuer's initial business combination, or earlier upon redemption or liquidation.
( 4 )Yorkville Advisors Global, LP ("Yorkville LP") is the manager of the Sponsor and holds voting and investment discretion over the securities held by the Sponsor. YA II PN, Ltd. ("YA II PN") is a member of the Sponsor. Yorkville LP is the investment manager of YA II PN, and Yorkville Advisors Global II, LLC ("Yorkville LLC") is the General Partner of Yorkville LP. Mr. Angelo serves as President of Yorkville LLC and makes all investment decisions for YA II PN. As such, Mr. Angelo may be deemed to have beneficial ownership of the securities held by the Sponsor. Mr. Angelo disclaims any beneficial ownership of the reported securities, except to the extent of his pecuniary interest therein.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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