Sgro David Form 3 Legato Merger Corp. III / David Sgro ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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

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1. Name and Address of Reporting Person^*

Sgro David

(Last) (First) (Middle)

C/O LEGATO MERGER CORP III

777 THIRD AVENUE, 37TH FLOOR

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/05/2024

3. Issuer Name and Ticker or Trading Symbol
Legato Merger Corp. III [ LEGT ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
Non-Executive Vice-Chairman

5. If Amendment, Date of Original Filed (Month/Day/Year)

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary shares(1)	25,000(1)(2)	D
Ordinary shares	374,413(3)	I	By Eric S Rosenfeld 2017 Trust No. 1, Eric S Rosenfeld 2017 Trust No. 2(4)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrant(1)	(5)	(6)	Common stock	1,250	11.5	D

Explanation of Responses:

1. Includes securities within up to 2,500 Units the Reporting Person has irrevocably committed to purchase upon consummation of the Issuer's initial public offering. Each Unit consists of one ordinary share and one half of one warrant.

2. Includes up to 1,582 shares that may be forfeited, and up to 176 shares within Units for which the Reporting Person may not subscribe, to the extent that the underwriters in the Issuer's initial public offering does not fully exercise its overallotment option.

3. Includes up to 67,721 shares that may be forfeited to the extent that the underwriter in the Issuer's initial public offering does not fully exercise its overallotment option.

4. The Reporting Person is the trustee of these trusts and has sole voting and dispositive power over the securities held thereby. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his ultimate pecuniary interest therein.

5. Each warrant will become exercisable 30 days after the completion by the Issuer of an initial business combination.

6. Each warrant will expire five years after the completion by the Issuer of an initial business combination, or earlier upon redemption; provided that the warrants will expire earlier if the Issuer has not completed an initial business combination within the required time period and liquidates the trust account in connection therewith.

	/s/ David D. Sgro	02/05/2024
	** 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 5 (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).
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