Chief Executive Officer Hernandez Joseph sold 430,000 units of Class A ordinary shares (SEC Form 4)
$BLUWU
Business Services
Finance
| 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). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Blue Water Acquisition Corp. III [ BLUW ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/25/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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(4) | 11/25/2025 | S | 430,000 | D | (1) | 430,000 | I | See Footnote(2) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 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 | ||||||||
| Class B ordinary shares | (3) | 11/25/2025 | J | 6,325,000 | (3) | (3) | Class A Ordinary Shares | 6,325,000 | (1) | 0 | I | See Footnote(2) | |||
| Warrants to purchase Class A ordinary shares(4) | (5) | 11/25/2025 | J | 215,000 | (5) | (5) | Class A ordinary shares | 215,000 | (1) | 0 | I | See Footnote(2) | |||
| Explanation of Responses: |
| 1. In connection with the Purchase Agreement, dated as of November 25, 2025, by and among the Issuer, Blue Water Acquisition III LLC (the "Original Sponsor") and Yorkville BW Acquisition Sponsor, LLC (the "New Sponsor"), the Original Sponsor sold to the New Sponsor an aggregate of 6,325,000 Class B ordinary shares (the "Founder Shares") and 430,000 private placement units (the "Private Placement Units"), consisting of 430,000 Class A ordinary shares and 215,000 warrants to purchase Class A ordinary shares of the Issuer (the "Private Placement Warrants"). The New Sponsor purchased the Founder Shares and Private Placement Units for an aggregate purchase price of $7,200,000. |
| 2. The securities are held directly by the Original Sponsor. The Reporting Person is a managing member of the Original Sponsor, therefore, he may be deemed to have beneficial ownership of the securities held directly by the Original Sponsor. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein. |
| 3. The Class B ordinary shares have no expiration date and will automatically convert into Class A ordinary shares at the time of the Issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis. |
| 4. Represents securities included in the 430,000 Private Placement Units. |
| 5. Each whole Private Placement Warrant entitles the holder thereof to purchase one Class A ordinary share for $11.50 per share, subject to adjustment. The Private Placement Warrants will become exercisable at the later of 12 months from the closing of the Issuer's initial public offering and 30 days after the completion of its initial business combination and will expire five years after the completion of the initial business combination or earlier upon redemption or liquidation. |
| /s/ Joseph Hernandez | 11/28/2025 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||