SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* EIN MARK (Last) (First) (Middle) C/O CAPITOL ACQUISITION CORP. III 509 7TH STREET, N.W. (Street) WASHINGTON DC 20004 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/13/2015	3. Issuer Name and Ticker or Trading Symbol Capitol Acquisition Corp. III [ CLAC ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner X Officer (give title below) Other (specify below) Chairman and CEO	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	7,389,375(1)	I	By Capitol Acquisition Management 3 LLC(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants(3)	(4)	(5)	Common Stock	6,112,500	$11.5	I	Capitol Acquisition Management 3 LLC(2)

1. Name and Address of Reporting Person* EIN MARK (Last) (First) (Middle) C/O CAPITOL ACQUISITION CORP. III 509 7TH STREET, N.W. (Street) WASHINGTON DC 20004 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner X Officer (give title below) Other (specify below) Chairman and CEO

1. Name and Address of Reporting Person* Capitol Acquisition Management 3 LLC (Last) (First) (Middle) C/O CAPITOL ACQUISITION CORP. III 509 7TH STREET, N.W. (Street) WASHINGTON DC 20004 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Includes up to 984,375 shares of common stock which are subject to forfeiture to the extent that the underwriters' over-allotment option in the Issuer's initial public offering ("IPO") is not exercised in full or expires unexercised.

2. Leland Investments Inc., an entity controlled by Mr. Ein, is the sole member of Capitol Acquisition Management 3 LLC.

3. These warrants will be purchased by Capitol Acquisition Management 3 LLC simultaneously with the consummation of the IPO.

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 IPO.

5. The warrants will expire on the fifth anniversary of the completion of the Issuer's initial business combination.

Remarks:

	/s/ Mark D. Ein	10/13/2015
	/s/ Mark D. Ein, CEO	10/13/2015
	** Signature of Reporting Person	Date
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 5 (b)(v).
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