Dustin Shindo - Feb 9, 2023 Form 3 Insider Report for Pono Capital Three, Inc. (PTHR)

Role: Director
Signature: /s/ Dustin Shindo, by Nelson Mullins Riley & Scarborough LLP with Power of Attorney
Stock symbol: PTHR
Transactions as of: Feb 9, 2023
Transactions value $: $0
Form type: 3
Date filed: 2/9/2023, 05:23 PM
Previous filing: Mar 8, 2023
Next filing: Sep 19, 2024

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	PTHR	Class B Ordinary Shares							Feb 9, 2023	Class A Ordinary Shares	4.94M		Direct	F1, F2, F3

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

Explanation of Responses:

Id	Content
F1	Class B Ordinary Shares have no expiration date and will automatically convert into Class A Ordinary Shares at the time of the issuer's initial business combination on a one-for-one basis, subject to adjustment as set forth in the issuer's registration statement on Form S-1 (File No. 333-268283).
F2	Includes up to 643,777 shares subject to forfeiture depending on the extent to which the underwriters' over-allotment option is exercised, if at all.
F3	The securities are held directly by Mehana Capital LLC, the sponsor of the issuer (the "Sponsor"). The reporting person may be deemed to beneficially own shares held by the Sponsor by virtue of his control over the Sponsor. The reporting person disclaims beneficial ownership of the issuer's Class B Ordinary Shares held by the Sponsor, except to the extent of his pecuniary interest.