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* Pivotal Investment Holdings III LLC (Last) (First) (Middle) C/O PIVOTAL INVESTMENT CORPORATION III C/O GRAUBARD MILLER, 405 LEXINGTON AVE (Street) NEW YORK NY 10174 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 02/08/2021	3. Issuer Name and Ticker or Trading Symbol Pivotal Investment Corp III [ PICC ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	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)

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
Class B Common Stock	(1)	(1)	Class A Common Stock	6,600,000(1)(2)	(1)	I	By Pivotal Investment Holdings III LLC(7)
Warrants(3)	(4)	(5)	Class A Common Stock	6,550,000	(6)	I	By Pivotal Investment Holdings III LLC(7)

1. Name and Address of Reporting Person* Pivotal Investment Holdings III LLC (Last) (First) (Middle) C/O PIVOTAL INVESTMENT CORPORATION III C/O GRAUBARD MILLER, 405 LEXINGTON AVE (Street) NEW YORK NY 10174 (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* LEDECKY JONATHAN J (Last) (First) (Middle) C/O PIVOTAL INVESTMENT CORPORATION III C/O GRAUBARD MILLER, 405 LEXINGTON AVE (Street) NEW YORK NY 10174 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Griffin Kevin (Last) (First) (Middle) C/O PIVOTAL INVESTMENT CORPORATION III C/O GRAUBARD MILLER, 405 LEXINGTON AVE (Street) NEW YORK NY 10174 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner X Officer (give title below) Other (specify below) Chief Executive Officer

Explanation of Responses:

1. The Class B Common Stock will automatically convert into the Issuer's Class A Common Stock at the time of the Issuer's initial business combination on a one-for-one basis. The Class B Common Stock has no expiration date.

2. Includes up to 900,000 shares of Class B Common Stock which are subject to forfeiture to the extent the underwriters' over-allotment option in the Issuer's initial public offering is not exercised in full.

3. Represents warrants which, prior to the effective date of the registration statement relating to the Issuer's initial public offering, the reporting person irrevocably committed to purchase. The purchase of these warrants is being made on a private placement basis and will be consummated simultaneously with the consummation of the Issuer's initial public offering. Does not include up to 720,000 additional warrants which the reporting person irrevocably committed to purchase in the event the underwriters in the Issuer's initial public offering exercise their overallotment option in full.

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 Issuer's initial public offering.

5. The warrants will expire five years after the completion of the Issuer's initial business combination.

6. Each warrant entitles the holder to purchase one share of the Issuer's Class A Common Stock at a price of $11.50 per share, subject to adjustment in the event of certain capital-raising transactions.

7. These shares are owned directly by Pivotal Investment Holdings III LLC, a ten percent owner of the issuer, and indirectly by its managing members, Ironbound Partners Fund, LLC and Pivotal Spac Funding III LLC. Ironbound Partners Fund, LLC is an affiliate of Jonathan Ledecky, the Issuer's Chairman. Pivotal Spac Funding III LLC is an affiliate of MGG Investment Group, LP, whose Chief Executive Officer is Kevin Griffin, the Chief Executive Officer and a director of the Issuer. Each of Mr. Ledecky, Ironbound Partners Fund, LLC, Pivotal Spac Funding III LLC, MGG Investment Group, LP, and Mr. Griffin disclaim beneficial ownership of the securities held by Pivotal Investment Holdings III LLC, except to the extent of his or its pecuniary interest therein.

Remarks:

	/s/ Jonathan Ledecky as Chairman of Ironbound Partners Fund LLC, a managing member of Pivotal Investment Holdings III LLC	02/08/2021
	/s/ Jonathan Ledecky	02/08/2021
	/s/ Kevin Griffin	02/08/2021
	** Signature of Reporting Person	Date
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