| SECURITIES AND EXCHANGE COMMISSION |
| Washington, D.C. 20549 |
| SCHEDULE 13G/A |
| Amendment No. 1 |
| Under the Securities Exchange Act of 1934 |
| Fifth Wall Acquisition Corp. III |
| (Name of Issuer) |
| Class A Ordinary Shares, par value $0.0001 per share |
| (Title of Class of Securities) |
| G34142102 |
| (CUSIP Number) |
| December 31, 2022 |
| (Date of event which requires filing of this statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed: |
| x | Rule 13d-1(b) |
| ¨ | Rule 13d-1(c) |
| ¨ | Rule 13d-1(d) |
| (Page 1 of 7 Pages) | |
______________________________
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. G34142102 | 13G/A | Page 2 of 7 Pages |
| 1 |
NAME OF REPORTING PERSON Eminence Capital, LP | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ☒ | ||
| 3 | SEC USE ONLY | |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER 0 | ||
| 6 |
SHARED VOTING POWER 0 | |||
| 7 |
SOLE DISPOSITIVE POWER 0 | |||
| 8 |
SHARED DISPOSITIVE POWER 0 | |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0% | |||
| 12 |
TYPE OF REPORTING PERSON IA | |||
| CUSIP No. G34142102 | 13G/A | Page 3 of 7 Pages |
| 1 |
NAME OF REPORTING PERSON Ricky C. Sandler | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ☒ | ||
| 3 | SEC USE ONLY | |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION United States | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER 0 | ||
| 6 |
SHARED VOTING POWER 0 | |||
| 7 |
SOLE DISPOSITIVE POWER 0 | |||
| 8 |
SHARED DISPOSITIVE POWER 0 | |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0% | |||
| 12 |
TYPE OF REPORTING PERSON IN | |||
| CUSIP No. G34142102 | 13G/A | Page 4 of 7 Pages |
| Item 1(a). | Name of Issuer |
| The name of the issuer is Fifth Wall Acquisition Corp. III (the "Company"). |
| Item 1(b). | Address of Issuer's Principal Executive Offices |
| The Company's principal executive offices are located at 6060 Center Drive, 10th Floor, Los Angeles, CA 90045. |
| Item 2. | Name of Person Filing |
This statement is filed by Eminence Capital, LP, a Delaware limited partnership (“Eminence Capital”) and Ricky C. Sandler, a U.S. Citizen (“Mr. Sandler,” and together with Eminence Capital, the “Reporting Persons”). | |
Eminence Capital serves as the management company or investment adviser to, and may be deemed to have shared voting and dispositive power over the Class A Ordinary Shares held by, various investment funds (the “Eminence Funds”) and separately managed accounts (the “Eminence SMAs,” and together with the Eminence Funds, the “Eminence Funds and SMAs”) under its management and control. The general partner of Eminence Capital is Eminence Capital GP, LLC, the sole managing member of which is Mr. Sandler. | |
Mr. Sandler is the Chief Executive Officer of Eminence Capital and may be deemed to have shared voting and dispositive power with respect to the Class A Ordinary Shares held by the Eminence Funds and SMAs. |
| The filing of this statement should not be construed as an admission that any of the Reporting Persons is, for the purposes of Section 13G of the Act, the beneficial owner of the Class A Ordinary Shares reported herein. |
| Item 2(b). | Address of Principal Business Office or, if None, Residence |
| The address of the principal business and principal office of Eminence Capital is 399 Park Avenue, 25th Floor, New York, NY 10022. The business address of Mr. Sandler is 399 Park Avenue, 25th Floor, New York, NY 10022. |
| Item 2(c). | Citizenship |
Eminence Capital is a limited partnership organized under the laws of the State of Delaware. Mr. Sandler is a United States citizen. |
| Item 2(d). | Title of Class of Securities |
| Class A Ordinary Shares, $0.0001 par value (the "Class A Ordinary Shares"). |
| Item 2(e). | CUSIP Number |
| G34142102 |
| CUSIP No. G34142102 | 13G/A | Page 5 of 7 Pages |
| Item 3. | If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a: |
| (a) | ¨ | Broker or dealer registered under Section 15 of the Act; | |
| (b) | ¨ | Bank as defined in Section 3(a)(6) of the Act; | |
| (c) | ¨ | Insurance company as defined in Section 3(a)(19) of the Act; | |
| (d) | ¨ | Investment company registered under Section 8 of the Investment Company Act of 1940; | |
| (e) | x | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); | |
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); |
| (g) | x | A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); | |
| (h) | ¨ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; | |
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; | |
| (j) | ¨ | A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J); | |
| (k) | ¨ | Group, in accordance with Rule 13d-1(b)(1)(ii)(K). |
| If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), | ||||
| please specify the type of institution: | ||||
| Item 4 | Ownership |
See rows (9) and (11) of the cover pages to this Schedule 13G Amendment for the aggregate number of Class A Ordinary Shares and the percentage of the Class A Ordinary Shares beneficially owned by the Reporting Persons. | |
See rows (5) through (8) of the cover pages to this Schedule 13G Amendment for the number of shares of Class A Ordinary Shares as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition. |
| CUSIP No. G34142102 | 13G/A | Page 6 of 7 Pages |
| Item 5. | Ownership of Five Percent or Less of a Class |
| This statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than 5 percent of the class of securities. | |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
| Not applicable. |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company |
| Not Applicable. |
| Item 8. | Identification and Classification of Members of the Group |
| Not Applicable. |
| Item 9. | Notice of Dissolution of Group |
| Not Applicable. |
| Item 10. | Certification |
| Each of the Reporting Persons hereby makes the following certification: | |
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
| CUSIP No. G34142102 | 13G/A | Page 7 of 7 Pages |
SIGNATURES
After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
DATE: February 14, 2023
| /s/ Ricky C. Sandler | |
| Ricky C. Sandler, individually, and as Chief Executive Officer of Eminence Capital, LP |