GSR III Acquisition (GSRTU) Form 4 GSR III Acquisition / Gus Garcia 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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^*

GSR III Sponsor LLC

(Last) (First) (Middle)

C/O GSR III ACQUISITION CORP.

5900 BALCONES DRIVE, SUITE 100

(Street)

AUSTIN TX 78731

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
GSR III Acquisition Corp. [ GSRT ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/08/2024

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

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 A ordinary shares	(1)	11/08/2024		P(1)		439,346		(1)	(1)	Class A ordinary shares	439,346	$0	6,159,346	D(2)

1. Name and Address of Reporting Person^*

GSR III Sponsor LLC

(Last) (First) (Middle)

C/O GSR III ACQUISITION CORP.

5900 BALCONES DRIVE, SUITE 100

(Street)

AUSTIN TX 78731

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Garcia Gus

(Last) (First) (Middle)

C/O GSR III ACQUISITION CORP.

5900 BALCONES DRIVE, SUITE 100

(Street)

AUSTIN TX 78731

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Silberman Lewis

(Last) (First) (Middle)

C/O GSR III ACQUISITION CORP.

5900 BALCONES DRIVE, SUITE 100

(Street)

AUSTIN TX 78731

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Ramamurti Anantha

(Last) (First) (Middle)

C/O GSR III ACQUISITION CORP.

5900 BALCONES DRIVE, SUITE 100

(Street)

AUSTIN TX 78731

(City) (State) (Zip)

Explanation of Responses:

1. Consists of 384,428 private placement units purchased by GSR III Sponsor LLC (the "Sponsor") for $10.00 per unit in a private placement transaction (the "private placement units") with the registrant. Each such unit consists of one Class A ordinary share, par value $0.0001 per share (each, a "Class A ordinary share") and one-seventh of one whole right to receive one Class A ordinary share upon the consummation of our initial business combination. If we are unable to complete a business combination, the private placement units (and their underlying securities) will expire worthless.

2. Reflects securities held directly by the Sponsor. Gus Garcia, Lewis Silberman and Anantha Ramamurti are the managing members of the Sponsor and share investment and voting control over these securities. As a result, Gus Garcia, Lewis Silberman and Anantha Ramamurti may be deemed to have beneficial ownership of the securities held by Sponsor, but disclaim beneficial ownership of these securities, except to the extent of any pecuniary interest therein.

	/s/ GSR III Sponsor LLC, by Lewis Silberman, Co-CEO	11/13/2024
	/s/ Lewis Silberman, Attorney-in-Fact for Gus Garcia	11/13/2024
	/s/ Lewis Silberman, Attorney-in-Fact for Anantha Ramamurti	11/13/2024
	/s/ Lewis Silberman	11/13/2024
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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