Pivotal Investment Holdings III LLC - Aug 7, 2023 Form 4 Insider Report for Pivotal Investment Corp III (PICC)

Role
10%+ Owner
Signature
Pivotal Investment Holdings III LLC, by Jonathan J. Ledecky, Managing Member of Managing Member
Stock symbol
PICC
Transactions as of
Aug 7, 2023
Transactions value $
$300
Form type
4
Date filed
8/8/2023, 04:23 PM
Previous filing
Jan 3, 2023

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 Other $150 +60K $0.00* 60K Aug 7, 2023 Class A Common Stock 60K $0.00 Direct F1, F2, F3
transaction PICC Class B Common Stock Other $150 +60K +100% $0.00* 120K Aug 7, 2023 Class A Common Stock 60K $0.00 Direct F1, F2, F3
* 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 of Class B Common Stock of the Issuer (the "Shares") were transferred to Pivotal Investment Holdings III LLC (the "Sponsor"), the sponsor of the Issuer, for the same aggregate purchase price originally paid for such Shares, in connection with an agreement between the Sponsor and the transferor. The Sponsor had initially transferred the Shares to the transferor prior to the Issuer's initial public offering.
F3 These shares are owned directly by Sponsor, 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.