X0508 4 2023-08-07 0001835800 Pivotal Investment Corp III PICC 0001842422 Pivotal Investment Holdings III 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 0 1 0 0001766124 Griffin Kevin C/O GRAUBARD MILLER 405 LEXINGTON AVE., 44TH FLOOR NEW YORK NY 10174 1 1 1 0 Chief Executive Officer 0 Class B Common Stock 0 2023-08-07 4 J 0 60000 .0025 A Class A Common Stock 60000 60000 D Class B Common Stock 0 2023-08-07 4 J 0 60000 .0025 A Class A Common Stock 60000 120000 D The Class B Common Stock will convert into Class A Common Stock upon the earlier of (1) request by the holder or (2) automatically at the time of the Issuer's initial business combination. Such conversion shall be on a one-for-one basis, subject to adjustment. The Class B Common Stock has no exercise or conversion price, nor expiration date. These shares of Class B Common Stock of the Issuer (the "Shares") were transferred to Pivotal Investment Holdings III 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 members, Ironbound Partners Fund, LLC and Pivotal Spac Funding III LLC. Ironbound Partners Fund, LLC is an affiliate of Jonathan Ledecky, the Issuer's Chairman. Pivotal Spac Funding III LLC is an affiliate of MGG Investment Group, LP, whose Chief Executive Officer is Kevin Griffin, the Chief Executive Officer and a director of the Issuer. Each of Mr. Ledecky, Ironbound Partners Fund, LLC, Pivotal Spac Funding III LLC, MGG Investment Group, LP, and Mr. Griffin disclaim beneficial ownership of the securities held by Pivotal Investment Holdings III LLC, except to the extent of his or its pecuniary interest therein. Pivotal Investment Holdings III LLC, by Jonathan J. Ledecky, Managing Member of Managing Member 2023-08-07 /s/ Jonathan J. Ledecky 2023-08-07 /s/ Kevin Griffin 2023-08-07