You Harry L. Form 4 dMY Technology Group, Inc. III / Harry L. You ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

dMY Sponsor III, LLC

(Last)

(First)

(Middle)

C/O DMY TECHNOLOGY GROUP, INC. III

1180 NORTH TOWN CENTER DRIVE, SUITE 100

(Street)

LAS VEGAS

89144

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
dMY Technology Group, Inc. III [ DMYI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/28/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽¹⁾	12/28/2020		D⁽¹⁾			406,250	⁽²⁾	⁽²⁾	Class A Common Stock	406,250	$0.00	7,425,000	D⁽³⁾

1. Name and Address of Reporting Person^*

dMY Sponsor III, LLC

(Last)

(First)

(Middle)

C/O DMY TECHNOLOGY GROUP, INC. III

1180 NORTH TOWN CENTER DRIVE, SUITE 100

(Street)

LAS VEGAS

89144

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

You Harry L.

(Last)

(First)

(Middle)

C/O DMY TECHNOLOGY GROUP, INC. III

1180 NORTH TOWN CENTER DRIVE, SUITE 100

(Street)

LAS VEGAS

89144

(City)

(State)

(Zip)

Explanation of Responses:

1. On December 28, 2020, dMY Sponsor III, LLC forfeited to the Issuer at no cost 406,250 shares of Class B common stock of the Issuer, in connection with the election by the underwriters of the Issuer's initial public offering of units to exercise an option granted to them to cover over-allotments in part and not in full.

2. The shares of Class B common stock are convertible for shares of the Issuer's Class A common stock as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333- 249524) (the "Registration Statement") and have no expiration date.

3. dMY Sponsor III, LLC is the record holder of the securities reported herein. Harry L. You is the manager of dMY Sponsor III, LLC and has voting and investment discretion with respect to the securities held of record by dMY Sponsor III, LLC.

Remarks:

See Exhibit 99.1 - Joint Filer Information, which is incorporated herein by reference and describes in further detail the relationships of the Reporting Persons to the Issuer.

	/s/ Christina Min, Attorney-in-Fact for dMY Sponsor III, LLC	12/29/2020
	/s/ Christina Min, Attorney-in-Fact for Harry L. You	12/29/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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You Harry L. Form 4dMY Technology Group, Inc. III / Harry L. You ownership change