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* EIN MARK (Last) (First) (Middle) C/O CAPITOL ACQUISITION CORP. III 509 7TH STREET, N.W. (Street) WASHINGTON DC 20004 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Capitol Acquisition Corp. III [ CLAC ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner X Officer (give title below) Other (specify below) Chairman and CEO
	3. Date of Earliest Transaction (Month/Day/Year) 10/16/2015
	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
Common Stock	10/16/2015		J		375,000	D	(1)	5,936,250	I	By Capitol Acquisition Management 3 LLC(2)

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
Warrants	$11.5	10/16/2015		J(3)			375,000	(4)	(5)	Common Stock	375,000	(3)	5,737,500	I	By Capitol Acquisition Management 3 LLC(2)

1. Name and Address of Reporting Person* EIN MARK (Last) (First) (Middle) C/O CAPITOL ACQUISITION CORP. III 509 7TH STREET, N.W. (Street) WASHINGTON DC 20004 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner X Officer (give title below) Other (specify below) Chairman and CEO

1. Name and Address of Reporting Person* Capitol Acquisition Management 3 LLC (Last) (First) (Middle) C/O CAPITOL ACQUISITION CORP. III 509 7TH STREET, N.W. (Street) WASHINGTON DC 20004 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. 375,000 shares were forfeited for no additional consideration in connection with the underwriters' election not to fully exercise the over-allotment option as described in the Issuer's registration statement on Form S-1.

2. Mr. Ein controls Capitol Acquisition Management 3 LLC.

3. Capitol Acquisition Management 3 LLC committed to purchase 6,112,500 warrants simultaneously with the consummation of the IPO. Such commitment was reduced due to a decrease in the offering size and the underwriters' election not to fully exercise the over-allotment option. As a result, only an aggregate of 5,737,500 warrants were purchased by Capitol Acquisition Management 3 LLC.

4. The warrants will become exercisable on the later of 30 days after the completion of the Issuer's initial business combination or 12 months from the closing of the IPO.

5. The warrants will expire on the fifth anniversary of the completion of the Issuer's initial business combination.

Remarks:

	/s/ Mark D. Ein	10/19/2015
	/s/ Mark D. Ein, CEO	10/19/2015
	** Signature of Reporting Person	Date
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