SEC FORM 4

SEC FORM 4 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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

CC Neuberger Principal Holdings III Sponsor LLC

(Last)

(First)

(Middle)

200 PARK AVENUE, 58TH FLOOR

(Street)

NEW YORK

10166

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CC Neuberger Principal Holdings III [ PRPC ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/21/2023

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B ordinary shares	⁽¹⁾	11/21/2023		D			15,062,499	⁽¹⁾	⁽¹⁾	Class A ordinary shares	15,062,499	$0.00⁽²⁾	1	D⁽³⁾

1. Name and Address of Reporting Person^*

CC Neuberger Principal Holdings III Sponsor LLC

(Last)

(First)

(Middle)

200 PARK AVENUE, 58TH FLOOR

(Street)

NEW YORK

10166

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ABELL KEITH W

(Last)

(First)

(Middle)

200 PARK AVENUE, 58TH FLOOR

(Street)

NEW YORK

10166

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

HACKNEY JESSE JOEL JR

(Last)

(First)

(Middle)

200 PARK AVENUE, 58TH FLOOR

(Street)

NEW YORK

10166

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Mannelly Matthew

(Last)

(First)

(Middle)

200 PARK AVENUE, 58TH FLOOR

(Street)

NEW YORK

10166

(City)

(State)

(Zip)

Explanation of Responses:

1. As described in the Issuer's registration statement on Form S-1 (File No. 333-252104) under the heading "Description of Securities-Founder Shares", Class B ordinary shares, par value $0.001 per share of the Issuer ("Class B ordinary shares"), would have automatically converted into Class A ordinary shares, par value $0.0001 per share, of the Issuer at the time of the Issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights and had no expiration date.

2. In connection with the liquidation and dissolution of the Issuer, each of J. Joel Hackney, Jr, Keith Abell, and Matthew Mannelly surrendered to the Issuer, for no consideration, 40,000 Class B ordinary shares directly held by such reporting person. CC Neuberger Principal Holdings III Sponsor LLC (the "Sponsor") and Matthew Skurbe surrendered to the Issuer, for no consideration, 14,942,499 Class B ordinary shares directly held by the Sponsor. Upon effectiveness of the Issuer's delisting and deregistration in connection with the Company's liquidation, the reporting person's Section filing obligations will cease.

3. Solely with regard to the Sponsor, there are four managers of Sponsor's board of managers. Each manager has one vote, and the approval of a majority is required to approve an action of Sponsor. Under the so-called "rule of three", if voting and dispositive decisions regarding an entity's securities are made by three or more individuals, and a voting or dispositive decision requires the approval of a majority of those individuals, then none of the individuals is deemed a beneficial owner of the entity's securities. This is the situation with regards to Sponsor. Based upon the foregoing analysis, no individual manager of Sponsor exercises voting or dispositive control over any of the securities held by Sponsor, even those in which he or she directly holds a pecuniary interest. Accordingly, none of them will be deemed to have or share beneficial ownership of such securities.

	CC Neuberger Principal Holdings III Sponsor LLC: By: /s/ Matthew Skurbe, Title: Authorized Signatory	11/22/2023
	/s/ Matthew Skurbe, as attorney-in-fact for J. Joel Hackney, Jr	11/22/2023
	/s/ Matthew Skurbe, as attorney-in-fact for Keith Abell	11/22/2023
	/s/ Matthew Skurbe, as attorney-in-fact for Matthew Mannelly	11/22/2023
	** 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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SEC Form 4 filed by Cc Neuberger Principal Holdings Iii Sponsor Llc