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

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1. Name and Address of Reporting Person* Ascendant Sponsor LP III (Last) (First) (Middle) C/O ASCENDANT DIGITAL ACQUISITION CORP. 667 MADISON AVENUE, 5TH FLOOR (Street) NEW YORK NY 10065 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 11/09/2021	3. Issuer Name and Ticker or Trading Symbol Ascendant Digital Acquisition Corp. III [ ACDI ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X 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 B Ordinary Shares	(1)	(1)	Class A Ordinary Shares	7,273,750	(1)	D(2)

1. Name and Address of Reporting Person* Ascendant Sponsor LP III (Last) (First) (Middle) C/O ASCENDANT DIGITAL ACQUISITION CORP. 667 MADISON AVENUE, 5TH FLOOR (Street) NEW YORK NY 10065 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Ascendant Sponsor GP III LLC (Last) (First) (Middle) C/O ASCENDANT DIGITAL ACQUISITION CORP. 667 MADISON AVENUE, 5TH FLOOR (Street) NEW YORK NY 10065 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Gomberg David (Last) (First) (Middle) C/O ASCENDANT DIGITAL ACQUISITION CORP. 667 MADISON AVENUE, 5TH FLOOR (Street) NEW YORK NY 10065 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner X Officer (give title below) Other (specify below) President

Explanation of Responses:

1. The Class B ordinary shares are convertible for the Issuer's Class A ordinary shares as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-255349) (the "Registration Statement") and have no expiration date. The Class B ordinary shares beneficially owned by the Reporting Persons include up to 978,750 Class B ordinary shares subject to forfeiture to the Issuer depending on the extent to which the underwriters' over-allotment option is exercised in connection with the Issuer's initial public offering of units, as described in the Registration Statement.

2. Ascendant Sponsor LP III is the record holder of the securities reported herein. Ascendant Sponsor GP III LLC is the sole general partner of Ascendant Sponsor LP III and David Gomberg is the general partner of Ascendant Sponsor GP III LLC. Mr. Gomberg has voting and investment discretion with respect to the securities held of record by Ascendant Sponsor LP III.

Remarks:

See Exhibit 99.1 - Joint Filer Information, which is incorporated herein by reference and describes in further detail the relationships of the Reporting Persons to the Issuer. See Exhibits 24.1, 24.2 and 24.3 - Powers of Attorney.

	/s/ Jordan Leon, Attorney-in-Fact for Ascendant Sponsor LP III	11/09/2021
	/s/ Jordan Leon, Attorney-in-Fact for Ascendant Sponsor GP III LLC	11/09/2021
	/s/ Jordan Leon, Attorney-in-Fact for David Gomberg	11/09/2021
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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