GP-Act III Acquisition Corp. Class A Ordinary Share Form 3 GP-Act III Acquisition / Fersen Lambranho ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

GP-Act III Sponsor LLC

(Last)

(First)

(Middle)

300 PARK AVENUE 2ND FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/08/2024

3. Issuer Name and Ticker or Trading Symbol
GP-Act III Acquisition Corp. [ GPAT ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B ordinary shares	⁽¹⁾	⁽¹⁾	Class A ordinary shares	6,175,000	⁽¹⁾	D⁽²⁾

1. Name and Address of Reporting Person^*

GP-Act III Sponsor LLC

(Last)

(First)

(Middle)

300 PARK AVENUE 2ND FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

GPIAC II, LLC

(Last)

(First)

(Middle)

300 PARK AVENUE 2ND FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

GPIC, LLC

(Last)

(First)

(Middle)

300 PARK AVENUE 2ND FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

GP Investments, Ltd.

(Last)

(First)

(Middle)

300 PARK AVENUE 2ND FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Lambranho Fersen

(Last)

(First)

(Middle)

300 PARK AVENUE 2ND FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Bonchristiano Antonio

(Last)

(First)

(Middle)

300 PARK AVENUE 2ND FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Explanation of Responses:

1. As described in the issuer's registration statement on Form S-1 (File No. 333-278825) under the heading "Description of Securities--Founder Shares," the Class B ordinary shares, par value $0.0001 per share, of the issuer will automatically convert into Class A ordinary shares, par value $0.0001 per share, of the issuer at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to certain adjustment, and have no expiration date.

2. Reflects securities held directly by GP-Act III Sponsor LLC (the "Sponsor Holdco"). GPIAC II, LLC ("GP Sponsor"), IDS III LLC and Boxcar Partners III, LLC are the managing members of Sponsor Holdco. Investment and voting decisions are made by 51% or more of the voting power held by the managing members of Sponsor HoldCo. By virtue of having a 50% interest in the voting power in Sponsor HoldCo, GP Sponsor may be deemed to beneficially own the founder shares held by Sponsor HoldCo. GP Sponsor is controlled by GPIC, LLC. GPIC, LLC. is controlled by GP Investments, Ltd. GP Investments, Ltd. is jointly controlled by Mr. Fersen Lamas Lambranho and Mr. Antonio Bonchristiano, who by virtue of their control may be deemed to share beneficial ownership of the securities held by Sponsor Holdco. The reporting persons disclaim beneficial ownership of the securities reported herein, except to the extent of their pecuniary interest therein.

Remarks:

Mr. Lambranho serves on the board of directors of the issuer. For the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the reporting persons, including Sponsor Holdco, may be deemed a director by deputization with respect to the issuer on the basis of the service of Mr. Lambranho on the issuer's board of directors. Exhibit 24 - Power of Attorney

	GP-Act III Sponsor LLC, By: /s/ Antonio Bonchristiano, Chief Executive Officer	05/08/2024
	GPIAC II, LLC, By: /s/ Antonio Bonchristiano, as director of GPIC, LLC, managing member of GPIAC II, LLC	05/08/2024
	GPIC, LLC, By: /s/ Antonio Bonchristiano, Director /s/ Rodrigo Boscolo, Director	05/08/2024
	GP Investments, Ltd., By: /s/ Antonio Bonchristiano, Chief Executive Officer /s/ Rodrigo Boscolo, Chief Financial Officer	05/08/2024
	Fersen Lamas Lambranho By: /s/ Antonio Bonchristiano, as Attorney-in-Fact	05/08/2024
	/s/ Antonio Bonchristiano	05/08/2024
	** Signature of Reporting Person	Date
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GP-Act III Acquisition Corp. Class A Ordinary Share (GPAT) Form 3GP-Act III Acquisition / Fersen Lambranho ownership change