X0508 4 2023-07-21 0001835817 Northern Star Investment Corp. III NSTC 0001846619 Northern Star III Sponsor LLC C/O GRAUBARD MILLER 405 LEXINGTON AVENUE, 44TH FLOOR NEW YORK NY 10174 0 0 1 0 0001008382 LEDECKY JONATHAN J C/O GRAUBARD MILLER 405 LEXINGTON AVENUE, 44TH FLOOR NEW YORK NY 10174 1 1 1 0 President, COO 0 Class B Common Stock 0 2023-07-21 4 J 0 58333 .0025 A Class A Common Stock 58333 174999 D The Class B Common Stock is exercisable at the election of the holder and will automatically convert into Class A Common Stock at the time of the Issuer's initial business combination on a one-for-one basis, subject to adjustment. The Class B Common Stock has no conversion or exercise price or expiration date. These shares of Class B Common Stock of the Issuer (the "Shares") were transferred to Northern Star III Sponsor LLC (the "Sponsor"), the sponsor of the Issuer, for the same aggregate purchase price originally paid for such Shares, in connection with an agreement between the Sponsor and the transferor. The Sponsor had initially transferred the Shares to the transferor prior to the Issuer's initial public offering. These Shares are owned directly by Sponsor, a ten percent owner of the issuer, and indirectly by its managing member, Jonathan J. Ledecky, the Issuer's President and Chief Operating Officer and a director on its Board of Directors. Mr. Ledecky disclaims beneficial ownership of the securities held by Sponsor except to the extent of his pecuniary interest therein. Northern Star III Sponsor LLC, by Jonathan J. Ledecky, Managing Member 2023-07-24 /s/ Jonathan J. Ledecky 2023-07-24