L. Dyson Dryden Form 4 Capitol Acquisition Corp. III / L. Dyson Dryden 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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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^*

Dryden L. Dyson

(Last) (First) (Middle)

C/O CAPITOL ACQUISITION CORP. III

509 7TH STREET, N.W.

(Street)

WASHINGTON DC 20004

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Capitol Acquisition Corp. III [ CLAC ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President, CFO, Treasurer

3. Date of Earliest Transaction (Month/Day/Year)
10/16/2015

4. 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 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
Common Stock	10/16/2015		J		125,000	D	(1)	1,978,750	I	By Capitol Acquisition Founder 3 LLC(2)

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
Warrants	$11.5	10/16/2015		J(3)			125,000	(4)	(5)	Common Stock	125,000	(3)	1,912,500	I	By Capitol Acquisition Founder 3 LLC(2)

Explanation of Responses:

1. 125,000 shares were forfeited for no additional consideration in connection with the underwriters' election not to fully exercise the over-allotment option as described in the Issuer's registration statement on Form S-1.

2. Mr. Dryden is the managing member of Capitol Acquisition Founder 3 LLC.

3. Capitol Acquisition Founder 3 LLC committed to purchase 2,037,500 warrants simultaneously with the consummation of the IPO. Such commitment was reduced due to a decrease in the offering size and the underwriters' election not to fully exercise the over-allotment option. As a result, only an aggregate of 1,912,500 warrants were purchased by Capitol Acquisition Founder 3 LLC.

4. The warrants will become exercisable on the later of 30 days after the completion of the Issuer's initial business combination or 12 months from the closing of the IPO.

5. The warrants will expire on the fifth anniversary of the completion of the Issuer's initial business combination.

Remarks:

	/s/ L. Dyson Dryden	10/19/2015
	** 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 4 (b)(v).
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