Richard N Levy Form 4 VPC Impact Acquisition Holdings III / Richard N Levy ownership change

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

VPC Impact Acquisition Holdings Sponsor III, LLC

(Last) (First) (Middle)

C/O VICTORY PARK CAPITAL ADVISORS, LLC

150 NORTH RIVERSIDE PLAZA, SUITE 5200

(Street)

CHICAGO IL 60606

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
VPC Impact Acquisition Holdings III, Inc. [ DAVE ]

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

X	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
01/05/2022

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

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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, par value $0.0001 per share	01/05/2022		M(1)		5,341,528	A	(1)	5,341,528	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: 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, par value $0.0001	(1)	01/05/2022		D(1)			942,622	(1)	(1)	Class A common stock	942,622	$0.00	5,341,528	D(3)
Class B common stock, par value $0.0001	(1)	01/05/2022		M(1)			5,341,528	(1)	(1)	Class A common stock	5,341,528	$0.00	0	D(3)
Private Placement Warrants	$11.5	01/05/2022		A(2)		5,100,214		03/04/2022(2)	01/05/2027(2)	Class A common stock	5,100,214	$1.5	5,100,214	D(3)

1. Name and Address of Reporting Person^*

VPC Impact Acquisition Holdings Sponsor III, LLC

(Last) (First) (Middle)

C/O VICTORY PARK CAPITAL ADVISORS, LLC

150 NORTH RIVERSIDE PLAZA, SUITE 5200

(Street)

CHICAGO IL 60606

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Levy Richard N

(Last) (First) (Middle)

C/O VICTORY PARK CAPITAL ADVISORS, LLC

150 NORTH RIVERSIDE PLAZA, SUITE 5200

(Street)

CHICAGO IL 60606

(City) (State) (Zip)

Explanation of Responses:

1. In connection with the closing (the "Closing") of the business combination (the "Business Combination") between the Issuer (which was formerly known as VPC Impact Acquisition Holdings III, Inc. or "VPCC") and Dave Inc. ("Dave"), among other things, (i) VPC Impact Acquisition Holdings Sponsor III, LLC forfeited at no cost 942,622 shares of Class B common stock of VPCC and (ii) each of the remaining issued and outstanding shares of Class B common stock of VPCC converted into shares of Class A common stock of VPCC on a one-for-one basis as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-252577).

2. The Private Placement Warrants are reported as acquired for purposes of Section 16 of the Exchange Act concurrent with the Closing, because, pursuant to their terms, their exercise was not within the control of the Reporting Persons until the Closing. 5,100,214 Private Placement Warrants were initially acquired in a private placement from the Issuer concurrent with the Issuer's initial public offering. Each Private Placement Warrant is exercisable for one share of Class A common stock at an exercise price of $11.50 per share, subject to certain adjustments. The Private Placement Warrants may be exercised commencing the later of (x) 30 days after the Closing and (y) 12 months from the closing of the Issuer's initial public offering, and expire five years after the Closing or earlier upon redemption or liquidation.

3. VPC Impact Acquisition Holdings Sponsor III, LLC is the record holder of the securities reported herein. Richard N. Levy, as Chief Executive Officer and Founder of Victory Park Capital Advisors, LLC, has voting and investment discretion with respect to the securities held of record by VPC Impact Acquisition Holdings Sponsor III, LLC. Mr. Levy disclaims any beneficial ownership of the securities held by VPC Impact Acquisition Holdings Sponsor III, LLC other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

Remarks:

Director by Deputization Prior to the Closing VPC Impact Acquisition Holdings Sponsor III, LLC was a Director by Deputization 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. As a result of and immediately following the Closing, the Reporting Persons are no longer Directors by Deputization or 10% Owners, and therefore are no longer subject to Section 16 of the Securities Exchange Act of 1934.

	/s/ Brian Munsie, Attorney-in-Fact for VPC Impact Acquisition Holdings Sponsor III, LLC	01/06/2022
	/s/ Brian Munsie, Attorney-in-Fact for Richard N. Levy	01/06/2022
	** Signature of Reporting Person	Date
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