| 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*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 01/24/2019 | 3. Issuer Name and Ticker or Trading Symbol Andina Acquisition Corp. III [ ANDA ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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) | 187,873(2) | D | |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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 | ||||
| Redeemable Warrant(1) | (3) | (4) | Ordinary Shares | 11,364 | (5) | D | |
| Right to Receive Ordinary Shares(1) | (6) | (7) | Ordinary Shares | 1,136 | (6) | D | |
| Explanation of Responses: |
| 1. Includes securities underlying 11,364 units of the Issuer, which units, prior to the effective date of the registration statement relating to the Issuer's initial public offering, the reporting person irrevocably committed to purchase. Each unit ("Unit") consists of one ordinary share, one redeemable warrant entitling the holder to purchase one ordinary share, and one right exchangeable for 1/10 of one ordinary share. The purchase of these Units is being made on a private placement basis and will be consummated simultaneously with the consummation of the Issuer's initial public offering. Does not include securities underlying up to 1,136 additional Units which the reporting person irrevocably committed to purchase in the event the underwriters in the Issuer's initial public offering exercise their overallotment option in full. |
| 2. Includes up to 34,844 ordinary shares that may be forfeited if the underwriters in the Issuer's initial public offering do not exercise the overallotment option in full. Also includes 69,688 ordinary shares which will vest only if the reporting person remains affiliated with the Issuer at the time of the Issuer's initial business combination. |
| 3. Each warrant will become exercisable on the later of the completion of the Issuer's initial business combination and January 24, 2020. |
| 4. Each warrant will expire five years after the completion of the Issuer's initial business combination. |
| 5. Each warrant entitles the holder to purchase one ordinary share at a price of $11.50 per share, subject to adjustment in the event of certain capital-raising transactions. |
| 6. Each right is exchangeable for 1/10 of one ordinary share upon the completion of the Issuer's initial business combination. |
| 7. In the event that the Issuer is unable to complete an initial business combination and redeems the public shares issued in the Issuer's initial public offering, each right will expire worthless. |
| Remarks: |
| /s/ Julio A. Torres | 01/24/2019 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
