Northern Star III Sponsor Form 3 Northern Star Investment Corp. III / JONATHAN J LEDECKY 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^*

Coles Joanna

(Last)

(First)

(Middle)

C/O GRAUBARD MILLER

405 LEXINGTON AVENUE

(Street)

NEW YORK

10174

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/01/2021

3. Issuer Name and Ticker or Trading Symbol
Northern Star Investment Corp. III [ NSTC.U ]

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

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

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 Common Stock	⁽¹⁾	⁽¹⁾	Class A Common Stock	9,770,834⁽²⁾	⁽¹⁾	I	Northern Star III Sponsor LLC⁽³⁾
Warrants	⁽⁴⁾	⁽⁵⁾	Class A Common Stock	8,750,000⁽⁶⁾	11.5	I	Northern Star III Sponsor LLC⁽³⁾

1. Name and Address of Reporting Person^*

Coles Joanna

(Last)

(First)

(Middle)

C/O GRAUBARD MILLER

405 LEXINGTON AVENUE

(Street)

NEW YORK

10174

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

LEDECKY JONATHAN J

(Last)

(First)

(Middle)

C/O GRAUBARD MILLER

405 LEXINGTON AVENUE

(Street)

NEW YORK

10174

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Northern Star III Sponsor LLC

(Last)

(First)

(Middle)

C/O GRAUBARD MILLER

405 LEXINGTON AVENUE

(Street)

NEW YORK

10174

(City)

(State)

(Zip)

Explanation of Responses:

1. The Class B Common Stock will automatically convert into Class A Common Stock at the time of the Issuer's initial business combination on a one-for-one basis, subject to adjustment. The Class B Common Stock has no expiration date.

2. Includes up to 1,312,500 shares of Class B Common Stock that may be forfeited if the underwriters in the Issuer's initial public offering do not exercise the overallotment option in full.

3. These securities are owned directly by Northern Star III Sponsor LLC, a ten percent owner of the Issuer, and indirectly by its managing members, Joanna Coles, the Issuer's Chief Executive Officer, and Jonathan J. Ledecky, the Issuer's Chief Operating Officer. Each of Ms. Coles and Mr. Ledecky disclaims beneficial ownership of the securities held by Northern Star III Sponsor LLC, except to the extent of his or her pecuniary interest therein.

4. Each warrant will become exercisable on the later of 30 days after the completion of an initial business combination or twelve months from the closing of the Issuer's initial public offering.

5. Each warrant will expire five years after the completion of an initial business combination.

6. Represents warrants which, prior to the effective date of the registration statement relating to the Issuer's initial public offering, Northern Star III Sponsor LLC irrevocably committed to purchase. Does not include up to 1,050,000 warrants which such entity irrevocably committed to purchase in the event the underwriters in the Issuer's initial public offering exercise the overallotment option in full.

Remarks:

	/s/ Joanna Coles	03/01/2021
	/s/ Jonathan J. Ledecky	03/01/2021
	Northern Star III Sponsor LLC, by Joanna Coles, Managing Member	03/01/2021
	** 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 5 (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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Northern Star III Sponsor Form 3Northern Star Investment Corp. III / JONATHAN J LEDECKY ownership change