As filed with the Securities and Exchange Commission on December 30, 2013

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-A

For Registration of Certain Classes of Securities

Pursuant to Section 12(b) or 12(g) of the

Securities Exchange Act of 1934

FS Investment Corporation III

(Exact name of registrant as specified in its charter)

Maryland	90-0994912
(State of incorporation or organization)	(I.R.S. Employer Identification No.)
Cira Centre 2929 Arch Street, Suite 675 Philadelphia, Pennsylvania	19104
(Address of principal executive offices)	(Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class to be so registered	Name of each exchange on which each class is to be registered
None

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box.  ¨

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box.  x

Securities Act registration statement file number to which this form relates:

333-191925

Securities to be registered pursuant to Section 12(g) of the Act:

Common Stock, par value $0.001 per share

(Title of class)

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1. Description of the Registrant’s Securities to be Registered

The securities to be registered hereby are common stock, par value $0.001 per share, of FS Investment Corporation III (the “Registrant”). The description of the shares of common stock contained in the sections entitled “Description of Our Securities,” “Suitability Standards,” “Share Repurchase Program” and “Distributions” in the Prospectus included in the Registrant’s Registration Statement on Form N-2 (File No. 333-191925), filed with the Securities and Exchange Commission on October 28, 2013 (as amended from time to time, the “Registration Statement”), is hereby incorporated by reference herein. Any form of prospectus or prospectus supplement to the Registration Statement that includes such descriptions and that are subsequently filed are hereby also incorporated by reference herein.

Item 2. Exhibits

The following exhibits to this registration statement have been filed as exhibits to the Registrant’s Registration Statement on Form N-2 (File No. 333-191925) and are hereby incorporated herein by reference:

3.1 Articles of Amendment and Restatement (Incorporated by reference to Exhibit (a)(2) to the Registrant’s Registration Statement on Form N-2 filed on December 23, 2013 (Registration No. 333-191925)).

3.2 Amended and Restated Bylaws (Incorporated by reference to Exhibit (b)(2) to the Registrant’s Registration Statement on Form N-2 filed on December 23, 2013 (Registration No. 333-191925)).

4.1 Distribution Reinvestment Plan (Incorporated by reference to Exhibit (e) to the Registrant’s Registration Statement on Form N-2 filed on October 28, 2013 (Registration No. 333-191925)).

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

Date: December 30, 2013

FS INVESTMENT CORPORATION III
By:	/s/ Michael C. Forman
	Name: Michael C. Forman
	Title: President and Chief Executive Officer