PICC Pivotal Investment Corporation III

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 * Pivotal Investment Holdings III LLC	2. Issuer Name and Ticker or Trading Symbol Pivotal Investment Corp III [ PICC ]	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 PIVOTAL INVESTMENT CORP. III, C/O GRAUBARD MILLER, 405 LEXINGTON AVE	3. Date of Earliest Transaction (MM/DD/YYYY) 7/26/2021
(Street) NEW YORK, NY 10174 (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

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)	7/26/2021		S			60000	(1)	(1)	Class A Common Stock	60000	$0.004 (2)	6540000	I	By Pivotal Investment Holdings III LLC (3)

Explanation of Responses:
(1)	The Class B Common Stock will automatically convert into the Issuer's Class A Common Stock at the time of the Issuer's initial business combination on a one-for-one basis. The Class B Common Stock has no expiration date.
(2)	The sale price of the shares is equal to the purchase price originally paid by the reporting person for such shares.
(3)	These shares are owned directly by Pivotal Investment Holdings III LLC, a ten percent owner of the issuer, and indirectly by its managing members, Ironbound Partners Fund, LLC and Pivotal Spac Funding III LLC. Ironbound Partners Fund, LLC is an affiliate of Jonathan Ledecky, the Issuer's Chairman. Pivotal Spac Funding III LLC is an affiliate of MGG Investment Group, LP, whose Chief Executive Officer is Kevin Griffin, the Chief Executive Officer and a director of the Issuer. Each of Mr. Ledecky, Ironbound Partners Fund, LLC, Pivotal Spac Funding III LLC, MGG Investment Group, LP, and Mr. Griffin disclaim beneficial ownership of the securities held by Pivotal Investment Holdings III LLC, except to the extent of his or its pecuniary interest therein.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Pivotal Investment Holdings III LLC C/O PIVOTAL INVESTMENT CORP. III C/O GRAUBARD MILLER, 405 LEXINGTON AVE NEW YORK, NY 10174		X
LEDECKY JONATHAN J C/O PIVOTAL INVESTMENT CORP. III C/O GRAUBARD MILLER, 405 LEXINGTON AVE NEW YORK, NY 10174	X	X
Griffin Kevin C/O PIVOTAL INVESTMENT CORP. III C/O GRAUBARD MILLER, 405 LEXINGTON AVE NEW YORK, NY 10174	X	X	President & CEO

Signatures
/s/ Kevin Griffin, managing member of Pivotal Spac Funding III LLC, managing member of Pivotal Investment Holdings III LLC		7/28/2021
**Signature of Reporting Person		Date
/s/ Kevin Griffin		7/28/2021
**Signature of Reporting Person		Date
/s/ Jonathan J. Ledecky		7/28/2021
**Signature of Reporting Person		Date