Ascendant Sponsor LP III - 09 Nov 2021 Form 3 Insider Report for Ascendant Digital Acquisition Corp. III (ACDI)

Role: Director, 10%+ Owner
Signature: /s/ Jordan Leon, Attorney-in-Fact for Ascendant Sponsor LP III
Issuer symbol: ACDI
Transactions as of: 09 Nov 2021
Net transactions value: $0
Form type: 3
Filing time: 09 Nov 2021, 20:31:51 UTC
Next filing: 15 Nov 2021
SEC: View on sec.gov

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	ACDI	Class B Ordinary Shares							09 Nov 2021	Class A Ordinary Shares	7,273,750		Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The Class B ordinary shares are convertible for the Issuer's Class A ordinary shares as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-255349) (the "Registration Statement") and have no expiration date. The Class B ordinary shares beneficially owned by the Reporting Persons include up to 978,750 Class B ordinary shares subject to forfeiture to the Issuer depending on the extent to which the underwriters' over-allotment option is exercised in connection with the Issuer's initial public offering of units, as described in the Registration Statement.
F2	Ascendant Sponsor LP III is the record holder of the securities reported herein. Ascendant Sponsor GP III LLC is the sole general partner of Ascendant Sponsor LP III and David Gomberg is the general partner of Ascendant Sponsor GP III LLC. Mr. Gomberg has voting and investment discretion with respect to the securities held of record by Ascendant Sponsor LP III.

Content

The Class B ordinary shares are convertible for the Issuer's Class A ordinary shares as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-255349) (the "Registration Statement") and have no expiration date. The Class B ordinary shares beneficially owned by the Reporting Persons include up to 978,750 Class B ordinary shares subject to forfeiture to the Issuer depending on the extent to which the underwriters' over-allotment option is exercised in connection with the Issuer's initial public offering of units, as described in the Registration Statement.

Ascendant Sponsor LP III is the record holder of the securities reported herein. Ascendant Sponsor GP III LLC is the sole general partner of Ascendant Sponsor LP III and David Gomberg is the general partner of Ascendant Sponsor GP III LLC. Mr. Gomberg has voting and investment discretion with respect to the securities held of record by Ascendant Sponsor LP III.

Remarks:

See Exhibit 99.1 - Joint Filer Information, which is incorporated herein by reference and describes in further detail the relationships of the Reporting Persons to the Issuer. See Exhibits 24.1, 24.2 and 24.3 - Powers of Attorney.