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

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).

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^*

Simanson Gary A

(Last)

(First)

(Middle)

9912 GEORGETOWN PIKE, SUITE D203

(Street)

GREAT FALLS

22066

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Thunder Bridge Capital Partners III Inc. [ TBCP ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/07/2023

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)
Class A Common Stock	08/07/2023		C⁽¹⁾		10,349,999⁽¹⁾	A	⁽¹⁾	11,353,000⁽²⁾	I	See footnote⁽⁴⁾
Class A Common Stock								100,000⁽³⁾	D

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 Common Stock	⁽¹⁾	08/07/2023		C⁽¹⁾			10,349,999	⁽¹⁾	⁽¹⁾	Class A Common Stock	10,349,999	⁽¹⁾	1	I	See footnote⁽⁴⁾

1. Name and Address of Reporting Person^*

Simanson Gary A

(Last)

(First)

(Middle)

9912 GEORGETOWN PIKE, SUITE D203

(Street)

GREAT FALLS

22066

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

TBCP III, LLC

(Last)

(First)

(Middle)

9912 GEORGETOWN PIKE SUITE D203

(Street)

GREAT FALLS

22066

(City)

(State)

(Zip)

Explanation of Responses:

1. The shares of Class B common stock of the Issuer are convertible into shares of Class A common stock on a one-for-one basis. The Class B common stock has no expiration date. On August 7, 2023, the reporting person elected to convert 10,349,999 shares of Class B common stock held by it into 10,349,999 shares of Class A common stock.

2. Includes 1,003,000 shares of Class A common stock underlying private placement units (each unit consisting of one share of Class A common stock and one-fifth of one warrant, each whole warrant exercisable to purchase one share of Class A common stock) held by TBCP III, LLC (the "Sponsor"), acquired in connection with the Issuer's initial public offering.

3. Represents Class A Common Stock underlying the 100,000 units purchased by Mr. Simanson, the President and Chief Executive Officer of the Issuer, in connection with the Issuer's initial public offering. Each unit consists of one Class A Common Stock and one-fifth of one warrant, each whole warrant entitling the holder to purchase one share of Class A Common Stock at $11.50 per share.

4. The Sponsor is the record holder of the securities reported herein. Mr. Simanson is the managing member of the Sponsor and has sole voting and investment discretion with respect to the common stock held of record by the Sponsor. By virtue of this relationship, Mr. Simanson may be deemed to have beneficial ownership of the securities held of record by the Sponsor. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

	/s/ Gary A. Simanson Gary A. Simanson	08/09/2023
	/s/ Gary A. Simanson Managing Member of TBCP IV, LLC	08/09/2023
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

SEC Form 4: Simanson Gary A converted options into 10,349,999 shares