AHAC Sponsor III LLC - 26 Jul 2021 Form 3 Insider Report for ALPHA HEALTHCARE ACQUISITION CORP III (XAGE)

Role: 10%+ Owner
Signature: AHAC Sponsor III LLC Rajiv Shukla, as Managing Member /s/ Rajiv Shukla
Issuer symbol: XAGE
Transactions as of: 26 Jul 2021
Net transactions value: $0
Form type: 3
Filing time: 27 Jul 2021, 14:59:51 UTC
Next filing: 03 Aug 2021
SEC: View on sec.gov

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
holding	ALPA	Class B Common Stock							26 Jul 2021	Class A Common Stock	4,312,500		Direct	F1, F2

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

Explanation of Responses:

Id	Content
F1	As described in the registrant's registration statement on Form S-1 (File No. 333-253876) under the heading "Description of Securities ", the shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the registrant's initial business combination on a one-for-one basis subject to certain adjustments and have no expiration date.
F2	This Form 3 is being filed by AHAC Sponsor III LLC (the "Sponsor"), and represents shares of Class B common stock acquired pursuant to a subscription agreement by and between the Sponsor and the registrant. The Class B common stock owned by the Sponsor includes up to 562,500 shares that are subject to forfeiture in the event the underwriters of the initial public offering of the registrant's securities do not exercise in full their over-allotment option as described in the registrant's registration statement on Form S-1. Rajiv Shukla, the issuer's Chief Executive Officer, is the managing member of the Sponsor and may be deemed the beneficial owner of the shares held by the Sponsor. Mr. Shukla disclaims beneficial ownership over any securities in which he does not have a pecuniary interest.

Content

As described in the registrant's registration statement on Form S-1 (File No. 333-253876) under the heading "Description of Securities ", the shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the registrant's initial business combination on a one-for-one basis subject to certain adjustments and have no expiration date.

This Form 3 is being filed by AHAC Sponsor III LLC (the "Sponsor"), and represents shares of Class B common stock acquired pursuant to a subscription agreement by and between the Sponsor and the registrant. The Class B common stock owned by the Sponsor includes up to 562,500 shares that are subject to forfeiture in the event the underwriters of the initial public offering of the registrant's securities do not exercise in full their over-allotment option as described in the registrant's registration statement on Form S-1. Rajiv Shukla, the issuer's Chief Executive Officer, is the managing member of the Sponsor and may be deemed the beneficial owner of the shares held by the Sponsor. Mr. Shukla disclaims beneficial ownership over any securities in which he does not have a pecuniary interest.