The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

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

Notice of Exempt Offering of Securities

OMB APPROVAL
OMB Number: 3235-0076
Estimated average burden
hours per response: 4.00

1. Issuer's Identity

CIK (Filer ID Number) Previous Names
X None
Entity Type
0001703143
   Corporation
X Limited Partnership
   Limited Liability Company
   General Partnership
   Business Trust
   Other (Specify)

Name of Issuer
C-III Recovery Fund III L.P.
Jurisdiction of Incorporation/Organization
DELAWARE
Year of Incorporation/Organization
   Over Five Years Ago
X Within Last Five Years (Specify Year) 2017
   Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
C-III Recovery Fund III L.P.
Street Address 1 Street Address 2
5221 NORTH O'CONNOR BOULEVARD
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
IRVING TEXAS 75039 972-868-5300

3. Related Persons

Last Name First Name Middle Name
C-III RF Directives III LLC N/A
Street Address 1 Street Address 2
5221 North O'Connor Boulevard
City State/Province/Country ZIP/PostalCode
Irving TEXAS 75039
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

General Partner of the Issuer
Last Name First Name Middle Name
Garrison Frank M.
Street Address 1 Street Address 2
3100 West End Avenue Suite 1230
City State/Province/Country ZIP/PostalCode
Nashville TENNESSEE 37203
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

President of the General Partner of the Issuer and Director of the Managing Member of the General Partner of the Issuer
Last Name First Name Middle Name
Farkas Andrew L.
Street Address 1 Street Address 2
717 Fifth Avenue 18th Floor
City State/Province/Country ZIP/PostalCode
New York NEW YORK 10022
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Chairman of the Board of the Managing Member of the General Partner of the Issuer
Last Name First Name Middle Name
Aston James A.
Street Address 1 Street Address 2
200 N. Main Street Suite 492
City State/Province/Country ZIP/PostalCode
Greenville SOUTH CAROLINA 29601
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Managing Director of the General Partner of the Issuer
Last Name First Name Middle Name
Cohen Jeffrey P.
Street Address 1 Street Address 2
717 Fifth Avenue 18th Floor
City State/Province/Country ZIP/PostalCode
New York NEW YORK 10022
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Managing Director of the General Partner of the Issuer and Director of the Managing Member of the General Partner of the Issuer
Last Name First Name Middle Name
Hughson Paul A.
Street Address 1 Street Address 2
717 Fifth Avenue 18th Floor
City State/Province/Country ZIP/PostalCode
New York NEW YORK 10022
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Managing Director of the General Partner of the Issuer
Last Name First Name Middle Name
Lieber Robert C.
Street Address 1 Street Address 2
717 Fifth Avenue 18th Floor
City State/Province/Country ZIP/PostalCode
New York NEW YORK 10022
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Managing Director of the General Partner of the Issuer
Last Name First Name Middle Name
Carleton George E.
Street Address 1 Street Address 2
717 Fifth Avenue 18th Floor
City State/Province/Country ZIP/PostalCode
New York NEW YORK 10022
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Managing Director of the General Partner of the Issuer
Last Name First Name Middle Name
Levy Marc W.
Street Address 1 Street Address 2
717 Fifth Avenue 18th Floor
City State/Province/Country ZIP/PostalCode
New York NEW YORK 10022
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Managing Director of the General Partner of the Issuer

4. Industry Group

   Agriculture
Banking & Financial Services
   Commercial Banking
   Insurance
   Investing
   Investment Banking
X Pooled Investment Fund
   Hedge Fund
X Private Equity Fund
   Venture Capital Fund
   Other Investment Fund
Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?
   Yes X No
   Other Banking & Financial Services
   Business Services
Energy
   Coal Mining
   Electric Utilities
   Energy Conservation
   Environmental Services
   Oil & Gas
   Other Energy
Health Care
   Biotechnology
   Health Insurance
   Hospitals & Physicians
   Pharmaceuticals
   Other Health Care
   Manufacturing
Real Estate
   Commercial
   Construction
   REITS & Finance
   Residential
   Other Real Estate
  
Retailing
  
Restaurants
Technology
   Computers
   Telecommunications
   Other Technology
Travel
   Airlines & Airports
   Lodging & Conventions
   Tourism & Travel Services
   Other Travel
  
Other

5. Issuer Size

Revenue Range OR Aggregate Net Asset Value Range
   No Revenues    No Aggregate Net Asset Value
   $1 - $1,000,000    $1 - $5,000,000
   $1,000,001 - $5,000,000    $5,000,001 - $25,000,000
   $5,000,001 - $25,000,000    $25,000,001 - $50,000,000
   $25,000,001 - $100,000,000    $50,000,001 - $100,000,000
   Over $100,000,000    Over $100,000,000
X Decline to Disclose    Decline to Disclose
   Not Applicable    Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

   Rule 504(b)(1) (not (i), (ii) or (iii))
   Rule 504 (b)(1)(i)
   Rule 504 (b)(1)(ii)
   Rule 504 (b)(1)(iii)
X Rule 506(b)
   Rule 506(c)
   Securities Act Section 4(a)(5)
X Investment Company Act Section 3(c)
   Section 3(c)(1)    Section 3(c)(9)  
   Section 3(c)(2)    Section 3(c)(10)
   Section 3(c)(3)    Section 3(c)(11)
   Section 3(c)(4)    Section 3(c)(12)
   Section 3(c)(5)    Section 3(c)(13)
   Section 3(c)(6)    Section 3(c)(14)
X Section 3(c)(7)

7. Type of Filing

   New Notice Date of First Sale 2017-11-15    First Sale Yet to Occur
X Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year?
X Yes    No

9. Type(s) of Securities Offered (select all that apply)

X Equity X Pooled Investment Fund Interests
   Debt    Tenant-in-Common Securities
   Option, Warrant or Other Right to Acquire Another Security    Mineral Property Securities
   Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security    Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
   Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient
Recipient CRD Number X None
N/A None
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Anubis Securities LLC 157642
Street Address 1 Street Address 2
717 Fifth Avenue 18th Floor
City State/Province/Country ZIP/Postal Code
New York NEW YORK 10022
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
X All States
   Foreign/non-US

Recipient
Recipient CRD Number X None
N/A None
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Resource Securities LLC 133022
Street Address 1 Street Address 2
1845 Walnut Street 18th Floor
City State/Province/Country ZIP/Postal Code
Philadelphia PENNSYLVANIA 19103
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
X All States
   Foreign/non-US

Recipient
Recipient CRD Number X None
N/A None
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Commonwealth Equity Services, LLC d/b/a Commonwealth Financial Network 8031
Street Address 1 Street Address 2
29 Sawyer Road
City State/Province/Country ZIP/Postal Code
Waltham MASSACHUSETTS 02453
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
X All States
   Foreign/non-US

Recipient
Recipient CRD Number X None
N/A None
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Park Madison Partners LLC 140016
Street Address 1 Street Address 2
200 Harbor Road
City State/Province/Country ZIP/Postal Code
Port Washington NEW YORK 11050
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
X All States
   Foreign/non-US

Recipient
Recipient CRD Number X None
N/A None
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
LPL Financial LLC 6413
Street Address 1 Street Address 2
75 State Street 22nd Floor
City State/Province/Country ZIP/Postal Code
Boston MASSACHUSETTS 02109
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
X All States
   Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount USD
or X Indefinite
Total Amount Sold $478,025,000 USD
Total Remaining to be Sold USD
or X Indefinite

Clarification of Response (if Necessary):

The Issuer is targeting an offering of $600,000,000, but may accept additional commitments at the General Partner's discretion.

14. Investors

  
Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.
Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:
76

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions $18,586,500 USD
X Estimate
Finders' Fees $0 USD
   Estimate

Clarification of Response (if Necessary):

Based on a % of commitments relating to a theoretical amount of securities sold. Up to $16,000,000 would be borne by the GP or its affiliates, not the issuer or LPs, and up to $2,586,500 would be paid by certain LPs identified by specific brokers/dealers.

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0 USD
   Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:
  • Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*
  • Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of:  (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
  • Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer Signature Name of Signer Title Date
C-III Recovery Fund III L.P. /s/ Marc W. Levy Marc W. Levy Managing Director or the General Partner of the Issuer 2018-10-17

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.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.