Northern Star III Sponsor LLC - Mar 3, 2023 Form 4 Insider Report for Northern Star Investment Corp. III (NSTC)

Role: 10%+ Owner
Signature: Northern Star III Sponsor LLC, by Jonathan J. Ledecky, Managing Member
Stock symbol: NSTC
Transactions as of: Mar 3, 2023
Transactions value $: $0
Form type: 4
Date filed: 3/7/2023, 04:00 PM
Next filing: May 16, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	NSTC	Class A Common Stock	Conversion of derivative security	$0	+9.71M		$0.00	9.71M	Mar 3, 2023	by Northern Star III Sponsor 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	NSTC	Class B Common Stock	Conversion of derivative security	$0	-9.71M	-100%	$0.00^*	0	Mar 3, 2023	Class A Common Stock	9.71M	$0.00	by Northern Star III Sponsor 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 Northern Star III Sponsor LLC, a ten percent owner of the issuer, and indirectly by its managing members, Jonathan Ledecky, the Issuer's President and Chief Operating Officer and a director on its Board of Directors, and Joanna Coles, the Issuer's Chief Executive Officer and a director on and Chairperson of its Board of Directors. Each of Mr. Ledecky and Ms. Coles disclaim beneficial ownership of the securities held by Northern Star III Sponsor LLC, except to the extent of his/her 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 Northern Star III Sponsor LLC, a ten percent owner of the issuer, and indirectly by its managing members, Jonathan Ledecky, the Issuer's President and Chief Operating Officer and a director on its Board of Directors, and Joanna Coles, the Issuer's Chief Executive Officer and a director on and Chairperson of its Board of Directors. Each of Mr. Ledecky and Ms. Coles disclaim beneficial ownership of the securities held by Northern Star III Sponsor LLC, except to the extent of his/her pecuniary interest therein.