04/02/2026 | Press release | Distributed by Public on 04/02/2026 19:00
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class B ordinary shares | (2) | (2) | (2) | Class A ordinary shares | 6,800,000 | 6,800,000 | D(3) | ||||||||
| Class B ordinary shares | (2) | (2) | (2) | Class A ordinary shares | 100,000 | 100,000 | I | See footnote(3) | |||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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CGC III Sponsor LLC 505 FIFTH AVENUE, 15TH FLOOR NEW YORK, NY 10017 |
X | |||
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Yu Peter 505 FIFTH AVENUE, 15TH FLOOR NEW YORK, NY 10017 |
X | X | Chairman and CEO | |
| /s/ Thomas Martin, Attorney-in-Fact | 04/02/2026 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Represents Class A ordinary shares of Cartesian Growth Corporation III (the "Issuer") held directly by Pangaea Three-B, LP ("Pangaea"). Pangaea is controlled by Peter Yu. Consequently, Mr. Yu may be deemed to share voting and dispositive control over the securities held by Pangaea, and thus to share beneficial ownership of such securities. Each of Pangaea and Mr. Yu disclaims beneficial ownership of such securities except to the extent of its or his pecuniary interest therein. |
| (2) | The Class B ordinary shares of the Issuer have no expiration date and will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the Issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment, as described in the Registration Statement on Form S-1 (File No. 333-284565) (the "Registration Statement") related to the Issuer's initial public offering (the "IPO"). |
| (3) | Represents 6,800,000 Class B ordinary shares held directly by the Sponsor and 100,000 Class B ordinary shares held directly by CGC III Sponsor DirectorCo LLC ("DirectorCo") (of which 90,000 shares are held by DirectorCo for the benefit of the Issuer's independent directors). The Sponsor is the sole managing member of DirectorCo. Pangaea is the sole member of the Sponsor and is controlled by Peter Yu. Consequently, each of Pangaea and Mr. Yu may be deemed to share voting and dispositive control over the securities held by the Sponsor and DirectorCo, and thus to share beneficial ownership of such securities. Each of Pangaea and Mr. Yu disclaims beneficial ownership of such securities except to the extent of its or his pecuniary interest therein. |