GSR III Acquisition Corp.

11/13/2024 | Press release | Distributed by Public on 11/13/2024 15:50

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN 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
OMB APPROVAL
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(Print or Type Responses)
1. Name and Address of Reporting Person *
GSR III Sponsor LLC
2. Issuer Name and Ticker or Trading Symbol
GSR III Acquisition Corp. [GSRT] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O GSR III ACQUISITION CORP., 5900 BALCONES DRIVE, SUITE 100 		3. Date of Earliest Transaction (Month/Day/Year)
11/08/2024
(Street)
AUSTIN, TX 78731 		4. If Amendment, Date 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
(City) (State) (Zip)
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)
Code V Amount (A) or (D) Price
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4) 		11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class A ordinary shares (1) 11/08/2024 P(1) 439,346 (1) (1) Class A ordinary shares 439,346 $ 0 6,159,346 D(2)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GSR III Sponsor LLC
C/O GSR III ACQUISITION CORP.
5900 BALCONES DRIVE, SUITE 100
AUSTIN, TX 78731 		X
Garcia Gus
C/O GSR III ACQUISITION CORP.
5900 BALCONES DRIVE, SUITE 100
AUSTIN, TX 78731 		X X Co-Chief Executive Officer
Silberman Lewis
C/O GSR III ACQUISITION CORP.
5900 BALCONES DRIVE, SUITE 100
AUSTIN, TX 78731 		X X Co-Chief Executive Officer
Ramamurti Anantha
C/O GSR III ACQUISITION CORP.
5900 BALCONES DRIVE, SUITE 100
AUSTIN, TX 78731 		X X CFO & President

Signatures

/s/ GSR III Sponsor LLC, by Lewis Silberman, Co-CEO 11/13/2024
**Signature of Reporting Person Date
/s/ Lewis Silberman, Attorney-in-Fact for Gus Garcia 11/13/2024
**Signature of Reporting Person Date
/s/ Lewis Silberman, Attorney-in-Fact for Anantha Ramamurti 11/13/2024
**Signature of Reporting Person Date
/s/ Lewis Silberman 11/13/2024
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Consists of 384,428 private placement units purchased by GSR III Sponsor LLC (the "Sponsor") for $10.00 per unit in a private placement transaction (the "private placement units") with the registrant. Each such unit consists of one Class A ordinary share, par value $0.0001 per share (each, a "Class A ordinary share") and one-seventh of one whole right to receive one Class A ordinary share upon the consummation of our initial business combination. If we are unable to complete a business combination, the private placement units (and their underlying securities) will expire worthless.
(2) Reflects securities held directly by the Sponsor. Gus Garcia, Lewis Silberman and Anantha Ramamurti are the managing members of the Sponsor and share investment and voting control over these securities. As a result, Gus Garcia, Lewis Silberman and Anantha Ramamurti may be deemed to have beneficial ownership of the securities held by Sponsor, but disclaim beneficial ownership of these securities, except to the extent of any pecuniary interest therein.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.