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^*

HUBERMAN JONATHAN

(Last)

(First)

(Middle)

C/O NOGIN, INC.

1775 FLIGHT WAY, STE. 400

(Street)

TUSTIN

92782

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Software Acquisition Group Inc. III [ NOGN ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Co-CEO & President

3. Date of Earliest Transaction (Month/Day/Year)
08/26/2022

4. 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 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)
Common Stock	08/26/2022		A⁽¹⁾		23,482	A	⁽¹⁾	23,482	D
Common Stock	08/26/2022		C		5,701,967	A	⁽¹⁾	5,701,967	I	See footnote⁽²⁾

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)
7.00% Senior Convertible Notes	$11.5⁽³⁾	08/26/2022		P		$500,000		⁽⁴⁾	09/01/2026	Common Stock	43,478	⁽⁵⁾	$500,000	D
PIPE Warrant	$11.5	08/26/2022		P		10,714		09/25/2022	08/26/2027	Common Stock	10,714	⁽⁵⁾	10,714	D
Private Placement Warrant	$11.5	08/26/2022		P		9,982,754		09/25/2022	08/26/2027	Common Stock	9,982,754	$1	9,982,754	I	See footnote⁽²⁾
Class B Common Stock	⁽⁶⁾	08/26/2022		C			5,701,967	⁽⁶⁾	⁽⁶⁾	Common Stock	5,701,967	$0.00	0	I	See footnote⁽²⁾

Explanation of Responses:

1. Pursuant to the business combination (the "Business Combination") of Software Acquisition Group Inc. III and Branded Online, Inc. (d/b/a Nogin) ("Legacy Nogin"), as contemplated by an agreement and plan of merger, dated as of February 14, 2022 and as amended on April 20, 2022 and August 26, 2022 (as amended, the "Merger Agreement"), each share of common stock and preferred stock of Legacy Nogin, in each case outstanding immediately prior to the effective time of the business combination, was cancelled and converted into the right to receive shares of the Issuer's Common Stock and, at each Legacy Nogin stockholder's election, cash consideration.

2. Reflects securities held of record by Software Acquisition Holdings III LLC (the "Sponsor"). The reporting person is the managing member of the Sponsor, and as a result, may be deemed to share beneficial ownership of the securities held by the Sponsor. The reporting person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.

3. The conversion rate for the 7.00% Senior Convertible Notes (the "Notes") is initially 86.9565 shares of the Issuer's Common Stock per $1,000 principal amount of Notes (equivalent to an initial conversion price of approximately $11.50 per share of Common Stock). The conversion rate is subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest.

4. Holders may convert the Notes at any time until the close of business on August 28, 2026.

5. The reporting person executed a subscription agreement, dated April 19, 2022 (the "PIPE Subscription Agreement"), for $0.5 million aggregate principal amount of the Notes. Pursuant to the PIPE Subscription Agreement, the reporting person also received a pro rata portion of warrants for no additional consideration.

6. Each share of Class B Common Stock automatically converted into one share of Common Stock of the Issuer at consummaion of the Business Combination.

Remarks:

	/s/ Michael Bassiri, Attorney-in-fact	08/30/2022
	** 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.

SEC Form 4: Huberman Jonathan was granted 23,482 shares and converted options into 5,701,967 shares