SEC FORM 4

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^*

SCS Sponsor III LLC

(Last)

(First)

(Middle)

SOCIAL CAPITAL SUVRETTA HLDNGS CORP III

2850 W HORIZON RIDGE PARKWAY, STE 200

(Street)

HENDERSON

89052

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Social Capital Suvretta Holdings Corp. III [ DNAC ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/16/2021

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)
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)

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 ordinary shares	⁽¹⁾	08/16/2021		D⁽²⁾			75,000	⁽¹⁾	⁽¹⁾	Class A ordinary shares	75,000	$0.00	6,220,000	D⁽³⁾

1. Name and Address of Reporting Person^*

SCS Sponsor III LLC

(Last)

(First)

(Middle)

SOCIAL CAPITAL SUVRETTA HLDNGS CORP III

2850 W HORIZON RIDGE PARKWAY, STE 200

(Street)

HENDERSON

89052

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Palihapitiya Chamath

(Last)

(First)

(Middle)

SOCIAL CAPITAL SUVRETTA HLDNGS CORP III

2850 W HORIZON RIDGE PARKWAY, STE 200

(Street)

HENDERSON

89052

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Mehta Kishan

(Last)

(First)

(Middle)

540 MADISON AVENUE, 7TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Cowen Aaron

(Last)

(First)

(Middle)

540 MADISON AVENUE, 7TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ChaChaCha DNA III, LLC

(Last)

(First)

(Middle)

SOCIAL CAPITAL SUVRETTA HLDNGS CORP III

2850 W HORIZON RIDGE PARKWAY, STE 200

(Street)

HENDERSON

89052

(City)

(State)

(Zip)

Explanation of Responses:

1. As described in the issuer's registration statement on Form S-1 (File No. 333-256725) under the heading "Description of Securities--Founder Shares," the Class B ordinary shares, par value $0.0001 per share, of the issuer will automatically convert into Class A ordinary shares, par value $0.0001 per share, of the issuer at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to certain adjustment, and have no expiration date.

2. On August 16, 2021, SCS Sponsor III LLC forfeited at no cost 75,000 shares of Class B common stock of the issuer in connection with the election by the underwriters of the issuer's initial public offering to decline to exercise in full their option to purchase additional Class A ordinary shares.

3. The reporting owner, SCS Sponsor III LLC (the "Sponsor"), in whose name the securities reported herein are held, is managed by its managers, Chamath Palihapitiya and Kishan Mehta. A majority of the voting interests of the Sponsor are held by ChaChaCha DNA III, LLC ("ChaChaCha"), which is controlled by Mr. Palihapitiya. Messrs. Mehta and Cowen may be deemed to control the other member of the Sponsor. Messrs. Palihapitiya, Mehta and Cowen and ChaChaCha may be deemed to beneficially own shares held by the Sponsor by virtue of their direct or indirect interests in the Sponsor or their shared control over the Sponsor, as the case may be. Each of Mr. Palihapitiya, Mr. Mehta, ChaChaCha and Mr. Cowen disclaims beneficial ownership of the shares held by the Sponsor, except to the extent of such person's pecuniary interest therein.

Remarks:

	SCS SPONSOR III, LLC, By: /s/ James Ryans, as Chief Financial Officer CHACHACHA DNA III, LLC, AARON COWEN, CHAMATH PALIHAPITIYA, and KISHAN MEHTA, By: /s/ James Ryans, as attorney-in-fact	08/16/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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SEC Form 4 filed by SCS Sponsor III LLC