SC 13G 1 ea155389-13gcony3_conyers3.htm SCHEDULE 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )*

Conyers Park III Acquisition Corp.

(Name of Issuer)

Class A common stock, par value $0.0001

(Title of Class of Securities)

21289P201

(CUSIP Number)

December 31, 2021

(Date of Event Which Requires Filing of this Statement)

Check the Appropriate Box to Designate the Rule Pursuant to Which this Schedule Is Filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

1.	Names of Reporting Persons Conyers Park III Sponsor LLC
2.	Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.	SEC Use Only
4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned By Each Reporting Person With	5.	Sole Voting Power 0
	6.	Shared Voting Power 8,825,000
	7.	Sole Dispositive Power 0
	8.	Shared Dispositive Power 8,825,000

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 8,825,000⁽¹⁾
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
11.	Percent of Class Represented By Amount in Row (9) 19.78%⁽²⁾
12.	Type of Reporting Person (See Instructions) PN

Remarks:

(1)

Represents 8,825,000 shares of Class A Common Stock issuable in respect of 8,825,000 shares of Class B Common Stock (“Class B Common Shares”), which are convertible into shares of Class A Common Stock on a one-for-one basis.

(2)

Calculated based on 35,700,000 shares of Class A Common Stock and 8,925,000 shares of Class B Common Stock outstanding as of November 12, 2021 as reported on the Issuer’s Form 10-Q, filed on November 12, 2021, and assuming the conversion of all the Class B Common Shares held by the Reporting Person.

Item 1(a).	Name of Issuer

	Conyers Park III Acquisition Corp.

Item 1(b).	Address of the Issuer’s Principal Executive Offices

	999 Vanderbilt Beach Road, Suite 601 Naples, Florida 34108

Item 2(a).	Names of Persons Filing

	This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the “Reporting Person”: (i) Conyers Park III Sponsor LLC

Item 2(b).	Address of the Principal Business Office, or if none, Residence:

	999 Vanderbilt Beach Road, Suite 601 Naples, Florida 34108

Item 2(c).	Citizenship

	See responses to Item 4 on each cover page.

Item 2(d).	Title of Class of Securities

	Class A Common Stock

Item 2(e).	CUSIP Number

	21289P201

Item 3.	If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a(n):

	Not Applicable.

Item 4.

Ownership

	(a)	Amount beneficially owned: 8,825,000

	(b)	Percent of Class: 19.78%

	(c)	Number of shares as to which the Reporting Person has:

		(i)	Sole power to vote or to direct the vote:

			See responses to Item 5 on each cover page.

		(ii)	Shared power to vote or to direct the vote:

			See responses to Item 6 on each cover page.

		(iii)	Sole power to dispose or to direct the disposition of:

			See responses to Item 7 on each cover page.

		(iv)	Shared power to dispose or to direct the disposition of:

			See responses to Item 8 on each cover page.

Item 5.	Ownership of Five Percent or Less of a Class

	Not Applicable.

Item 6.	Ownership of More than Five Percent on Behalf of Another Person

	Not Applicable.

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company

	Not Applicable.

Item 8.	Identification and Classification of Members of the Group

	Not Applicable.

Item 9.	Notice of Dissolution of Group

	Not Applicable.

Item 10.	Certification

	Not Applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 14, 2022

	CONYERS PARK III SPONSOR LLC

	By:	/s/ Brian K. Ratzan
	Name:	Brian K. Ratzan
	Title:	Authorized Signatory

SEC Form SC 13G filed by Conyers Park III Acquisition Corp.