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* Meghji Mohsin Y (Last) (First) (Middle) 3 COLUMBUS CIRCLE, 15TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol M III Acquisition Corp. [ MIIIU ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner X Officer (give title below) Other (specify below) See Remarks
	3. Date of Earliest Transaction (Month/Day/Year) 07/07/2016
	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	07/07/2016		J(1)(2)		718,750	D	$0(1)(2)	4,272,500	I	see footnote(3)

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

1. Name and Address of Reporting Person* Meghji Mohsin Y (Last) (First) (Middle) 3 COLUMBUS CIRCLE, 15TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner X Officer (give title below) Other (specify below) See Remarks

1. Name and Address of Reporting Person* M III Sponsor I LP (Last) (First) (Middle) 3 COLUMBUS CIRCLE, 15TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Sponsor to issuer

1. Name and Address of Reporting Person* M III Acquisition Partners I Corp. (Last) (First) (Middle) 3 COLUMBUS CIRCLE, 15TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) General partner of sponsor

1. Name and Address of Reporting Person* M III Sponsor I LLC (Last) (First) (Middle) 3 COLUMBUS CIRCLE, 15TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Sponsor to issuer

1. Name and Address of Reporting Person* M III Acquisition Partners I LLC (Last) (First) (Middle) 3 COLUMBUS CIRCLE, 15TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Managing member of sponsor

Explanation of Responses:

1. These shares represent common stock held by M III Sponsor I LLC and M III Sponsor I LP (collectively, the "Sponsors"), acquired pursuant to a subscription agreement by and between M III Sponsor I LLC and the registrant and a transfer agreement by and between the Sponsors. Mohsin Y. Meghji, the Chairman and Chief Executive Officer of the registrant, is the sole managing member of M III Acquisition Partners I LLC, the sole managing member of M III Sponsor I LLC. Mr. Meghji is also the Chief Executive Officer of M III Acquisition Partners I Corp., the sole general partner of M III Sponsor I LP. Mr. Meghji has sole voting and dispositive control over the shares held by the Sponsors and may be deemed the beneficial owner of such shares.

2. On July 7, 2016, the Sponsors and the registrant entered into a cancellation agreement wherein the Sponsors forfeited an aggregate of 718,750 for no consideration in connection with the final pricing of the registrant's initial public offering (the "IPO"). These shares include an aggregate of 562,500 shares that are subject to forfeiture by the Sponsors to the extent that the underwriters do not exercise their overallotment option in connection with the registrant's IPO in full.

3. Mr. Meghji disclaims beneficial ownership over any securities owned by the Sponsors in which he does not have any pecuniary interest.

Remarks:

Chairman and Chief Executive Officer

	/s/ Mohsin Y. Meghji	07/07/2016
	/s/ Mohsin Y. Meghji as Managing Member of M III Acquisition Partners I LLC, the Sole Managing Member of M III Sponsor I LLC	07/07/2016
	/s/ Mohsin Y. Meghji as Sole Managing Member of M III Acquisition Partners I LLC	07/07/2016
	/s/ Mohsin Y. Meghji as Chief Executive Officer of M III Acquisition Partners I Corp., the Sole General Partner of M III Sponsor I LP	07/07/2016
	/s/ Mohsin Y. Meghji as Chief Executive Officer of M III Acquisition Partners I Corp.	07/07/2016
	** Signature of Reporting Person	Date
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