Northern Star III Sponsor LLC - 25 Mar 2024 Form 4 Insider Report for Northern Star Investment Corp. III

Role: 10%+ Owner
Signature: Northern Star III Sponsor LLC, by Jonathan J. Ledecky, Managing Member
Issuer symbol: N/A
Transactions as of: 25 Mar 2024
Net transactions value: $0
Form type: 4
Filing time: 27 Mar 2024, 16:57:26 UTC
Previous filing: 24 Jul 2023
SEC: View on sec.gov

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	+174,999	+1.8%	$0.000000	9,883,333	25 Mar 2024	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	-174,999	-100%	$0.000000^*	0	25 Mar 2024	Class A Common Stock	174,999	$0.000000	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 converts 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 member, Jonathan Ledecky, the Issuer's President and Chief Operating Officer and a director on its Board of Directors. Mr. Ledecky disclaims beneficial ownership of the securities held by Northern Star III Sponsor LLC, except to the extent of his pecuniary interest therein.

Content

The Class B Common Stock converts 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 member, Jonathan Ledecky, the Issuer's President and Chief Operating Officer and a director on its Board of Directors. Mr. Ledecky disclaims beneficial ownership of the securities held by Northern Star III Sponsor LLC, except to the extent of his pecuniary interest therein.