AHAC Sponsor III LLC Form 4 Filed 2023-07-18

FORM 4

☐	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person ^*

AHAC Sponsor III LLC

2. Issuer Name and Ticker or Trading Symbol
ALPHA HEALTHCARE ACQUISITION CORP III [CTCX]

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

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

(Last)

(First)

(Middle)

1177 AVENUE OF THE AMERICAS, 5TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
07/14/2023

(Street)

NEW YORK, NY 10036

(City)

(State)

(Zip)

4. If Amendment, Date 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)
Class A Common Stock	07/14/2023		M⁽¹⁾⁽²⁾		3,786,026	A	⁽¹⁾⁽²⁾	4,249,908	D⁽³⁾
Class A Common Stock	07/14/2023		J⁽⁴⁾		4,249,908	D	⁽⁴⁾	0	D⁽³⁾
Common Stock	07/14/2023		J⁽⁴⁾		4,249,908	A	⁽⁴⁾	4,249,908	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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Class B Common Stock

⁽¹⁾

07/14/2023

M⁽¹⁾⁽²⁾

3,786,026

⁽¹⁾⁽²⁾

Class A Common Stock

3,786,026

$ 0

Warrants

$11.5

07/14/2023

A⁽⁵⁾

115,971

08/13/2023

07/14/2028

Common Stock

115,971

⁽⁵⁾

115,971

Explanation of Responses:

1.	As described in the registration statement of Alpha Healthcare Acquisition Corp. III (the "Issuer") on Form S-1 (File No. 333-253876) under the heading "Description of Securities," the shares of Class B common stock of the Issuer ("Issuer Class B Common Stock") will automatically convert into shares of Class A common stock of the Issuer ("Issuer Class A Common Stock") at the time of the Issuer's initial business combination on a one-for-one basis subject to certain adjustments and have no expiration date.
2.	On July 14, 2023, the Issuer consummated its initial business combination pursuant to the Business Combination Agreement, dated January 4, 2023 (the "Business Combination Agreement"), by and among the Issuer, Candy Merger Sub, Inc. ("Merger Sub") and Carmell Regen Med Corporation (formerly known as Carmell Therapeutics Corporation, "Carmell"), whereby Merger Sub merged with and into Carmell, with Carmell surviving the merger as a wholly-owned subsidiary of the Issuer, and the Issuer changed its name to Carmell Therapeutics Corporation (such merger and the transactions contemplated thereby, collectively, the "Business Combination"). In connection with the closing of the Business Combination, each share of Issuer Class B Common Stock automatically converted on a one-for-one basis into one share of Issuer Class A Common Stock.
3.	AHAC Sponsor III LLC (the "Sponsor") is the record holder of the shares reported herein. Rajiv Shukla, the Issuer's Executive Chairman of the Board of Directors, is the managing member of the Sponsor and may be deemed the beneficial owner of the shares held by the Sponsor. Mr. Shukla disclaims beneficial ownership over any securities in which he does not have a pecuniary interest.
4.	Pursuant to the Issuer's Third Amended and Restated Certificate of Incorporation filed in connection with the closing of the Business Combination, the Issuer completed a reclassification exempt under Rule 16b-7 (the "Reclassification"). In accordance with the Reclassification, each share of Issuer Class A Common Stock was reclassified on a one-for-one basis into one share of common stock of the Issuer.
5.	The warrants were purchased by the Sponsor on July 29, 2021. The warrants will become exercisable 30 days after the closing of the Business Combination.

	Signatures
	/s/ AHAC Sponsor III LLC, by Rajiv Shukla, as Managing Member	07/18/2023
	** Signature of Reporting Person	Date
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