SEC FORM 4

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

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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^*

Software Acquisition Holdings III LLC

(Last)

(First)

(Middle)

1980 FESTIVAL PLAZA DRIVE, SUITE 300

(Street)

LAS VEGAS

89135

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Software Acquisition Group Inc. III [ NOGN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/26/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾	08/26/2022		M⁽²⁾		5,701,967	A	⁽³⁾	5,701,967⁽⁴⁾	D⁽⁵⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽³⁾	08/26/2022		M⁽²⁾			5,701,967	07/28/2021⁽³⁾	⁽³⁾	Class A Common Stock	5,701,967	⁽³⁾	0	D⁽⁵⁾
Warrants	$11.5	07/28/2021⁽⁶⁾		J⁽⁶⁾		9,982,754		09/25/2022	⁽⁶⁾	Common Stock	9,982,754	$1	9,982,754	D⁽⁵⁾

Explanation of Responses:

1. In connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated February 14, 2022, by and among Software Acquisition Group Inc. III ("SWAG"), Nuevo Merger Sub, Inc., and Branded Online, Inc. (dba Nogin) (the transactions contemplated thereby, the "Business Combination"), SWAG changed its name to Nogin, Inc. ("Nogin").

2. Reflects the conversion of 5,701,967 shares of Class B common stock, par value $0.0001 per share, of Nogin into 5,701,967 shares of common stock of Nogin, par value $0.0001 per share, on a one-for-one basis pursuant to the closing of the Business Combination.

3. As described in SWAG's registration statement on Form S-1 (File No. 333-253230) under the heading "Description of Securities-Founder Shares", the shares of Class B common stock, par value $0.0001 per share, will automatically convert into shares of Class A common stock, par value $0.0001 per share, of the issuer at the time of SWAG's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.

4. This amount gives effect to the forfeiture of 48,033 shares of Class B common stock prior to the consummation of the Business Combination. No other shares are subject to forfeiture.

5. Jonathan S. Huberman, Mike Nikzad, and Andrew K. Nikou are the managing members of the Sponsor and have voting and investment discretion with respect to the securities held by the Sponsor. As such, Messrs. Huberman, Nikzad and Nikou may be deemed to share beneficial ownership of the shares of Class A common stock held directly by the Sponsor. Each of Messrs. Huberman, Nikzad and Nikou disclaim any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

6. In connection SWAG's initial public offering ("IPO"), the reporting person purchased in a private placement 9,982,754 warrants that became exercisable upon the consummation of the Business Combination. Each warrant entitles the reporting person to purchase one share of common stock of Nogin for $11.50. The warrants are exercisable during the period commencing during 30 days after the consummation of the Business Combination and terminating at 5:00 pm New York City time on the earlier to occur of (i) five years from the consummation of the Business Combination and (ii) the Redemption Date (as defined in the Warrant Agreement, dated as of July 28, 2021 by and between SWAG and Continental Transfer & Trust Company).

Remarks:

	/s/ Jonathan S. Huberman, Authorized Signatory	08/30/2022
	** 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 4 (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).
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