FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Dryden L. Dyson
2. Issuer Name and Ticker or Trading Symbol

Capitol Acquisition Corp. III [ CLAC ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
President, CFO, Treasurer
(Last)          (First)          (Middle)

C/O CAPITOL ACQUISITION CORP. III, 509 7TH STREET, N.W.
3. Date of Earliest Transaction (MM/DD/YYYY)

8/12/2016
(Street)

WASHINGTON, DC 20004
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

8/15/2016 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ 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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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
Convertible Promissory Note   $1.00   8/12/2016     A      115910         (1)   (1) Warrants (right to buy)   (2) 115910     (3) 115910   I   Capitol Acquisition Founder 3 LLC   (4)

Explanation of Responses:
( 1)  The promissory note is convertible, at the Reporting Person's option, at the closing of the Issuer's initial business combination.
( 2)  Each warrant entitles the Reporting Person to purchase one share of common stock at a price of $11.50 per share. The warrants become exercisable 30 days after the completion of an initial business combination or 12 months from the closing of the Issuer's initial public offering.
( 3)  The convertible promissory note was issued in consideration of a loan made by the Reporting Person in the same amount.
( 4)  Mr. Dryden is the managing member of Capitol Acquisition Founder 3 LLC.

Remarks:
This Form 4 was amended to reflect that the securities are indirectly held by the Reporting Person.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Dryden L. Dyson
C/O CAPITOL ACQUISITION CORP. III
509 7TH STREET, N.W.
WASHINGTON, DC 20004
X
President, CFO, Treasurer

Signatures
/s/ L. Dyson Dryden 8/16/2016
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.
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