Pivotal Investment Holdings III LLC - Dec 30, 2022 Form 4 Insider Report for Pivotal Investment Corp III (PICC)

Role: 10%+ Owner
Signature: /s/ Kevin Griffin, as CEO of Pivotal Spac Funding III LLC (Pivotal Spac Funding III LLC is a managing member of Pivotal Investment Holdings III LLC)
Stock symbol: PICC
Transactions as of: Dec 30, 2022
Transactions value $: $0
Form type: 4
Date filed: 1/3/2023, 03:50 PM
Previous filing: Jul 28, 2021
Next filing: Aug 8, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	PICC	Class A Common Stock	Conversion of derivative security	$0	+6.54M		$0.00	6.54M	Dec 30, 2022	by Pivotal Investment Holdings III LLC	F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	PICC	Class B Common Stock	Conversion of derivative security	$0	-6.54M	-100%	$0.00^*	0	Dec 30, 2022	Class A Common Stock	6.54M	$0.00	by Pivotal Investment Holdings III LLC	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The Class B Common Stock will convert into Class A Common Stock upon the earlier of (1) request by the holder or (2) automatically at the time of the Issuer's initial business combination. Such conversion shall be on a one-for-one basis, subject to adjustment. The Class B Common Stock has no exercise or conversion price, nor expiration date.
F2	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.

Content

The Class B Common Stock will convert into Class A Common Stock upon the earlier of (1) request by the holder or (2) automatically at the time of the Issuer's initial business combination. Such conversion shall be on a one-for-one basis, subject to adjustment. The Class B Common Stock has no exercise or conversion price, nor expiration date.

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.