Insu Acquisition Corp III (IIII) Form 3 INSU ACQUISITION CORP III / DANIEL G COHEN 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^*

COHEN DANIEL G

(Last) (First) (Middle)

2929 ARCH STREET, SUITE 1703

(Street)

PHILADELPHIA PA 19104

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/17/2020

3. Issuer Name and Ticker or Trading Symbol
INSU ACQUISITION CORP III [ IIII ]

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

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

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)
Class A common stock	575,000(1)(2)	I	By Insurance Acquisition Sponsor III, LLC

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
Class B common stock	(3)	(3)	Class A common stock	2,660,000(2)	(3)	I	By Insurance Acquisition Sponsor III, LLC
Class B common stock	(3)	(3)	Class A common stock	5,888,333(2)(4)	(3)	I	By Dioptra Advisors III, LLC
Warrants	(5)	(6)	Class A common stock	191,666(2)(7)	11.5	I	By Insurance Acquisition Sponsor III, LLC

Explanation of Responses:

1. These shares are held directly by Insurance Acquisition Sponsor III, LLC and underlie 575,000 units of the issuer that this entity irrevocably committed to purchase.

2. These securities are held directly by one of the issuer's sponsors, Insurance Acquisition Sponsor III, LLC or Dioptra Advisors III, LLC, each of which is managed by Cohen & Company, LLC. The reporting person is the chief executive officer of each of the issuer's sponsors and the chairman of the board of Cohen & Company, LLC. The reporting person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for any other purpose.

3. The Class B shares will automatically convert into Class A shares at the time of the issuer's initial business combination on a one-for-one basis, subject to certain adjustments described in the issuer's charter documents and have no expiration date.

4. The shares of Class B common stock include up to 1,090,000 shares that are subject to forfeiture in the event the underwriters of the issuer's initial public offering do not exercise in full their over-allotment option.

5. The warrants will become exercisable at the later of 30 days after the consummation of the issuer's initial business combination or 12 months from the completion of the issuer's initial public offering.

6. The warrants will expire five years after the consummation of the issuer's initial business combination or earlier upon redemption of all of the issuer's outstanding Class A shares or the issuer's liquidation.

7. These warrants are held directly by Insurance Acquisition Sponsor III, LLC and underlie 575,000 units of the issuer that this entity irrevocably committed to purchase.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Amanda Abrams, attorney-in-fact	12/17/2020
	** 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).
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