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*
NEW PROVIDENCE HOLDINGS III, LLC

(Last) (First) (Middle)
C/O NEW PROVIDENCE ACQUISITION CORP. III
401 S COUNTY ROAD #2588

(Street)
PALM BEACH FL 33480

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
New Providence Acquisition Corp. III/Cayman [ NPAC ]
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)
04/25/2025
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
Class A ordinary shares 04/25/2025 P 611,075(1) A $10 8,114,825(2) D(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*
NEW PROVIDENCE HOLDINGS III, LLC

(Last) (First) (Middle)
C/O NEW PROVIDENCE ACQUISITION CORP. III
401 S COUNTY ROAD #2588

(Street)
PALM BEACH FL 33480

(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*
Smith Gary P.

(Last) (First) (Middle)
C/O NEW PROVIDENCE ACQUISITION CORP. III
401 S COUNTY ROAD #2588

(Street)
PALM BEACH FL 33480

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Co-CEO
1. Name and Address of Reporting Person*
Coleman Alexander

(Last) (First) (Middle)
C/O NEW PROVIDENCE ACQUISITION CORP. III
401 S COUNTY ROAD #2588

(Street)
PALM BEACH FL 33480

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
X Officer (give title below) Other (specify below)
Co-CEO
Explanation of Responses:
1. Reflects the 611,075 Class A ordinary shares of New Providence Acquisition Corp. III (the "Issuer") that are included in the 611,075 private placement units of the Issuer purchased by New Providence Holdings III, LLC ("Sponsor"). Each private placement unit was purchased for $10 per unit and consists of one Class A ordinary share and one-third of a warrant, each whole warrant exercisable into one Class A ordinary share at an exercise price of $11.50 per ordinary share.
2. The Sponsor is the record holder of the shares reported herein. Alexander Coleman and Gary P. Smith are the managing members of the Sponsor and hold voting and investment discretion with respect to the Class A ordinary shares and Class B ordinary shares held of record by the Sponsor. As such, Mr. Coleman and Mr. Smith may be deemed to have beneficial ownership of the securities held of record by the Sponsor. Mr. Coleman and Mr. Smith disclaim any beneficial ownership except to the extent of their pecuniary interest therein.
3. Represents (i) the 611,075 Class A ordinary shares referred to in footnotes 1 and 2 and (ii) 7,503,750 Class B ordinary shares held by the Sponsor acquired pursuant to a subscription agreement by and between the Issuer and the Sponsor.
/s/ New Providence Holdings III, LLC, By: Gary P. Smith, its managing manager 04/28/2025
/s/ Alexander Coleman 04/28/2025
/s/ Gary P. Smith 04/28/2025
** 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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