SEC Form 4

FORM 4		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 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* HEC Sponsor III LLC (Last) (First) (Middle) C/O CADWALADER, WICKERSHAM & TAFT LLP 200 LIBERTY STREET (Street) NEW YORK NY 10281 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Hudson Executive Investment Corp. III [ HIII ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 03/02/2022
	4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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)	03/02/2022		P		25,000		(1)	(1)	Class A Common Stock	25,000	$0.00(2)	14,925,000	D(3)

1. Name and Address of Reporting Person* HEC Sponsor III LLC (Last) (First) (Middle) C/O CADWALADER, WICKERSHAM & TAFT LLP 200 LIBERTY STREET (Street) NEW YORK NY 10281 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Bergeron Douglas (Last) (First) (Middle) C/O CADWALADER, WICKERSHAM & TAFT LLP 200 LIBERTY STREET (Street) NEW YORK NY 10281 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner X Officer (give title below) Other (specify below) Chief Executive Officer

1. Name and Address of Reporting Person* Braunstein Douglas L (Last) (First) (Middle) C/O CADWALADER, WICKERSHAM & TAFT LLP 200 LIBERTY STREET (Street) NEW YORK NY 10281 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner X Officer (give title below) Other (specify below) President, Chairman

Explanation of Responses:

1. The shares of Class B common stock are convertible for shares of the Issuer's Class A common stock as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-252744) (the "Registration Statement") and have no expiration date.

2. The aggregate price paid for the transferred shares was $41.67.

3. HEC Sponsor III LLC is the record holder of the securities reported herein. Douglas G. Bergeron and Douglas L. Braunstein are among the managers of HEC Sponsor III LLC and share voting and investment discretion with respect to the securities held of record by HEC Sponsor III LLC. Mr. Braunstein and Mr. Bergeron disclaim any beneficial ownership of the securities held by HEC Sponsor III LLC other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

Remarks:

	/s/ Douglas L. Braunstein, as Manager of HEC Sponsor III LLC	03/04/2022
	/s/ Douglas G. Bergeron	03/04/2022
	/s/ Douglas L. Braunstein	03/04/2022
	** Signature of Reporting Person	Date
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