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
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5
                      
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 * Decarbonization Plus Acquisition Sponsor III LLC 2. Issuer Name and Ticker or Trading Symbol Decarbonization Plus Acquisition Corp III [ DCRC ] 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 RIVERSTONE HOLDINGS LLC, 712 FIFTH AVENUE, 36TH FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)
10/25/2021
(Street)
NEW YORK, NY 10019
(City)       (State)       (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
 
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. 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
Class A Common Stock  10/25/2021    C    8390000  A  (1) 8390000  I  See footnotes (3)(4)

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
Class B Common Stock   (1) 10/25/2021    C        8390000 (5)   (2)  (2) Class A Common Stock  8390000 (5)  (1) 0  I  See footnotes (3)(4)

Explanation of Responses:
(1)  In accordance with the amended and restated certificate of incorporation of Decarbonization Plus Acquisition Corporation III ("DCRC"), the Reporting Person elected to convert its shares of Class B Common Stock into shares of Class A Common Stock on a one-for-one basis.
(2)  The shares of Class B Common Stock were (i) convertible into shares of Class A Common Stock at the Reporting Person's election on a one-for-one basis and (ii) automatically convertible into shares of Class A Common Stock at the time of DCRC's initial business combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights (which rights were waived by the Reporting Person in connection with DCRC's proposed business combination), and had no expiration date.
(3)  Decarbonization Plus Acquisition Sponsor III LLC is the record holder of the shares reported herein. David M. Leuschen and Pierre F. Lapeyre, Jr. are the managing directors of Riverstone Holdings LLC, which controls Decarbonization Plus Acquisition Sponsor III LLC.
(4)  Each of Riverstone Holdings LLC, Mr. Leuschen and Mr. Lapeyre may be deemed to have or share beneficial ownership of the common stock held directly by Decarbonization Plus Acquisition Sponsor III LLC. Each such entity or person disclaims any such beneficial ownership of such securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
(5)  Number of shares has been adjusted to include 40,000 shares that were reported on the Form 4 filed by the Reporting Person on April 22, 2021 but which were inadvertently omitted from the number of shares reported in Column 9 of Table II of the Form 4 filed by the Reporting Person on May 7, 2021.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Decarbonization Plus Acquisition Sponsor III LLC
C/O RIVERSTONE HOLDINGS LLC
712 FIFTH AVENUE, 36TH FLOOR
NEW YORK, NY 10019

X

RIVERSTONE HOLDINGS LLC
C/O RIVERSTONE HOLDINGS LLC
712 FIFTH AVENUE, 36TH FLOOR
NEW YORK, NY 10019

X

LEUSCHEN DAVID M
C/O RIVERSTONE HOLDINGS LLC
712 FIFTH AVENUE, 36TH FLOOR
NEW YORK, NY 10019

X

LAPEYRE PIERRE F JR
C/O RIVERSTONE HOLDINGS LLC
712 FIFTH AVENUE, 36TH FLOOR
NEW YORK, NY 10019

X


Signatures
Decarbonization Plus Acquisition Sponsor III LLC, /s/ Peter Haskopoulos, Managing Director 10/27/2021
**Signature of Reporting Person Date
Riverstone Holdings LLC, /s/ Peter Haskopoulos, Authorized Person 10/27/2021
**Signature of Reporting Person Date
David M. Leuschen, /s/ Peter Haskopoulos, Attorney-in-fact 10/27/2021
**Signature of Reporting Person Date
Pierre F. Lapeyre, Jr., /s/ Peter Haskopoulos, Attorney-in-fact 10/27/2021
**Signature of Reporting Person Date
Decarbonization Plus Acq... (NASDAQ:DCRC)
Historical Stock Chart
From Dec 2021 to Jan 2022 Click Here for more Decarbonization Plus Acq... Charts.
Decarbonization Plus Acq... (NASDAQ:DCRC)
Historical Stock Chart
From Jan 2021 to Jan 2022 Click Here for more Decarbonization Plus Acq... Charts.