SEC FORM 3 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*
Kearns Jane

(Last) (First) (Middle)
C/O DECARBONIZATION PLUS ACQ CORP III
2744 SAND HILL ROAD, SUITE 100

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
03/23/2021
3. Issuer Name and Ticker or Trading Symbol
Decarbonization Plus Acquisition Corp III [ DCRC ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 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)
X Form filed by One Reporting Person
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 Common Stock, par value $0.0001 per share (1) (1) Class A Common Stock, par value $0.0001 per share (1) (1) D
Explanation of Responses:
1. The Class B Common Stock is convertible for the Issuer's Class A Common Stock on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, and has no expiration date. The reporting person owns 40,000 shares of Class B Common Stock which are convertible into shares of Class A Common Stock as described under the heading "Description of Securities-Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-253094).
Remarks:
See Exhibit 24 - Power of Attorney
/s/ Jane Kearns, by Peter Haskopoulos,as Attorney-in-fact 03/23/2021
** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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                                                                     Exhibit 24

                                  POWER OF ATTORNEY

      Known all by these presents, that the undersigned hereby constitutes and
appoints Peter Haskopoulos and Erik J. Anderson of Decarbonization Plus
Acquisition Corporation III (the "Company") or any of them signing singly, and
with full power of substitution, the undersigned's true and lawful attorney-
in-fact to:

      1.    prepare, execute in the undersigned's name and on the undersigned's
            behalf, and submit to the U.S. Securities and Exchange Commission
            (the "SEC") a Form ID, including amendments thereto, and any other
            documents necessary or appropriate to obtain codes  and passwords
            enabling the undersigned to make electronic filings with the SEC of
            reports required by Section 16(a) of the Securities Exchange Act of
            1934 (the "Exchange Act") or any rule or regulation of the SEC;

      2.    execute for and on behalf of the undersigned with respect to the
            Company, Schedules 13D and 13G and Forms 3, 4, and 5 in
            accordance with Sections 13 and  16(a) of the Exchange Act and
            the rules thereunder;

      3.    do and perform any and all acts for and on behalf of the undersigned
            which may be necessary or desirable to complete and execute any
            such Schedules 13D or 13G or Form 3, 4, or 5, complete and execute
            any amendment or amendments thereto, and timely file such form with
            the SEC and any stock exchange or similar authority; and

      4.    take any other action of any type whatsoever in connection with the
            foregoing which, in the opinion of such attorney-in-fact, may be
            of benefit to, in the best interest of, or legally required by, the
            undersigned, it being understood that the documents executed by such
            attorney-in-fact on behalf of the undersigned pursuant to this
            Power of Attorney shall be in such form and shall contain such
            terms and conditions as such attorney-in-fact may approve in such
            attorney-in-fact's discretion.

      The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and
powers herein granted, as fully to all intents and purposes as the undersigned
might or could do if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that such attorney-in-fact, or
such attorney-in-fact's substitute or substitutes, shall lawfully do or
cause to be done by virtue of this power of attorney and the rights and
powers herein granted. The undersigned acknowledges that the foregoing
attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming any of the
undersigned's responsibilities to comply with Sections 13 and 16 of the
Exchange Act.

      This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to
the undersigned's holdings of and transactions in securities issued by the
Company, unless earlier revoked by the undersigned in a signed writing
delivered to the foregoing attorneys-in-fact.

       IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as  of this twenty-third day of March, 2021.


                                        ERIK ANDERSON

                                        /s/ Erik Anderson
                                        ----------------------------------------
                                        Name: Erik Anderson

                                        PETER HASKOPOULOS

                                        /s/ Peter Haskopoulos
                                        ----------------------------------------
                                        Name: Peter Haskopoulos

                                        PIERRE F. LAPEYRE, JR.

                                        /s/ Pierre F. Lapeyre, Jr.
                                        ----------------------------------------
                                        Name: Pierre F. Lapeyre, Jr.

                                        DAVID M. LEUSCHEN

                                        /s/ David M. Leuschen
                                        ----------------------------------------
                                        Name: David M. Leuschen

                                        ROBERT TICHIO

                                        /s/ Robert Tichio
                                        ----------------------------------------
                                        Name: Robert Tichio

                                        JAMES AC MCDERMOTT

                                        /s/ James AC McDermott
                                        ----------------------------------------
                                        Name: James AC McDermott

                                        JEFFREY H. TEPPER

                                        /s/ Jeffrey H. Tepper
                                        ----------------------------------------
                                        Name: Jeffrey H. Tepper

                                        JENNIFER AAKER

                                        /s/ Jennifer Aaker
                                        ----------------------------------------
                                        Name: Jennifer Aaker

                                        JANE KEARNS

                                        /s/ Jane Kearns
                                        ----------------------------------------
                                        Name: Jane Kearns

                                        MICHAEL WARREN

                                        /s/ Michael Warren
                                        ----------------------------------------
                                        Name: Michael Warren