SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
Principal Holdings I LP

(Last) (First) (Middle)
1345 AVENUE OF THE AMERICAS,
46TH FLOOR

(Street)
NEW YORK NY 10105

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
01/04/2021
3. Issuer Name and Ticker or Trading Symbol
Fortress Value Acquisition Corp. III [ FVT ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Class F Common Stock, par value $0.0001 per share (1) (1) Class A Common Stock, par value $0.0001 per share 5,700,000 (1) I See Explanation of Responses(1)(2)(3)(4)
1. Name and Address of Reporting Person*
Principal Holdings I LP

(Last) (First) (Middle)
1345 AVENUE OF THE AMERICAS,
46TH FLOOR

(Street)
NEW YORK NY 10105

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Fortress Acquisition Sponsor III LLC

(Last) (First) (Middle)
C/O 1345 AVENUE OF THE AMERICAS, 46TH FL

(Street)
NEW YORK NY 10105

(City) (State) (Zip)
Explanation of Responses:
1. Fortress Acquisition Sponsor III LLC ("Sponsor") directly owns shares of Class F common stock, par value $0.0001 per share ("Class F Common Stock"), of Fortress Value Acquisition Corp. III (the "Issuer"), including 750,000 shares of Class F Common Stock that are subject to forfeiture if the underwriters of the Issuer's initial public offering do not exercise in full an option granted to it to cover over-allotments. Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, the shares of Class F Common Stock have no expiration date and will automatically convert into shares of Class A Common Stock, par value $0.0001 per share, at the time of the Issuer's initial business combination on a one-for-one basis subject to adjustment.
2. The member of Fortress Acquisition Sponsor III LLC is Principal Holdings I LP, a Delaware limited partnership ("Holdings" and together with Sponsor, "the Reporting Persons").
3. Because of the relationship among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.
4. Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.
Remarks:
Exhibit 99.1 Joint Filer Information, incorporated herein by reference.
/s/ Alexander P. Gillette , Authorized Signatory, Principal Holdings I LP 01/04/2021
/s/ Alexander P. Gillette , Authorized Signatory, Fortress Acquisition Sponsor III LLC 01/04/2021
** 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 5 (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.