| June 29, 2016 | Peter M. Fass d 212.969.3445 f 212.969.2900 pfass@proskauer.com www.proskauer.com |
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, DC 20549
Attention: Coy Garrison
| Re: | Lightstone Value Plus Real Estate Investment Trust III, Inc. | |
Pre-Effective Amendment No. 1 to Post-Effective Amendment to Form S-11 | ||
| Filed June 24, 2016 | ||
| File No. 333-195292 |
Dear Mr. Garrison:
On behalf of our client, Lightstone Value Plus Real Estate Investment Trust III, Inc. (the “Company”), we are submitting this letter to supplement the conversation we had with your office on June 29, 2016, concerning Pre-Effective Amendment No. 1 (the “Amendment”) to Post-Effective Amendment to Form S-11 (File No. 333-195292) (the “POSAM”) filed by the Company with the United States Securities and Exchange Commission (the “Commission”) on June 24, 2016.
Please find attached asExhibit A a marked copy of the changed pages to the Amendment, filed as Pre-Effective Amendment No. 2 to the POSAM with the Commission on June 29, 2016. The changes include the following:
| 1. | The addition of a header to the NAV calculation table on page 82; |
| 2. | A clarification on page 82 of the terms of the special limited partner’s subordinated participation interests; |
| 3. | A statement on page 82 that the NAV calculation approved by the board of directors of the Company included the subordinated participation interests; |
| 4. | A clarification in the table on page 84 that the NAV was adjusted after giving effect to the special limited partner’s subordinated participation interests; and |
| 5. | The addition of a line in the table on page 84 for the calculation of NAV without giving effect to the special limited partner’s subordinated participation interests. |
We believe the additional disclosures provided are responsive to your comments. The Company requests that the Commission accelerate effectiveness of Pre-Effective Amendment No. 2 to the POSAM to 10:00 a.m. Eastern Time on June 30, 2016, or as soon thereafter as practicable. If you have any questions in connection with the responses to your comments, please feel free to contact me by phone at (212) 969-3445 or by email at PFass@proskauer.com.
| Yours truly, | |||
| /s/ Peter M. Fass | |||
| Peter M. Fass | |||
EXHIBIT A
