LURIO DOUGLAS M 4
4 · Armada Acquisition Corp. III · Filed Feb 26, 2026
Research Summary
AI-generated summary of this filing
Armada Acquisition (AACIU) 10% Owner Douglas Lurio Forfeits 345,083 Shares
What Happened
Douglas M. Lurio, a managing member of Armada Sponsor III LLC and a reported 10% owner of Armada Acquisition Corp. III (AACIU), recorded a disposition on Feb 19, 2026: 345,083 Class B ordinary shares were forfeited (transaction code J). No price or cash proceeds were reported for the forfeiture (value N/A). This was a corporate forfeiture tied to the issuer's IPO over‑allotment adjustment rather than an open‑market sale by the individual.
Key Details
- Transaction date: 2026-02-19; Form 4 filed: 2026-02-26 (late filing).
- Transaction type/code: Other disposition (J) — forfeiture of 345,083 Class B ordinary shares.
- Price/Proceeds: N/A — shares were forfeited for no consideration.
- Shares owned after transaction: Not specified in the filing; the forfeited shares were held directly by the Sponsor.
- Important footnotes:
- F1: Class B ordinary shares convert one-for-one into Class A ordinary shares at the time of the issuer’s initial business combination (or earlier at holder’s option).
- F2: The forfeiture resulted from the underwriters’ partial exercise of the over‑allotment option; the Sponsor forfeited 345,083 Class B shares for no consideration.
- F3: Securities are held by the Sponsor; Lurio is a managing member and may be deemed to have beneficial ownership but disclaims beneficial ownership except for any pecuniary interest.
Context
This was a forfeiture tied to the IPO over‑allotment/greenshoe adjustment, not a discretionary sale by the individual insider. For SPAC sponsors, such forfeitures are common mechanics tied to underwriting outcomes and do not directly signal insider buying or selling in the open market. The filing was submitted several days after the transaction date, so it was reported late on the SEC Form 4.
Insider Transaction Report
- Other
Class B Ordinary Shares
[F1][F2][F3]2026-02-19−345,083→ 8,252,834 total(indirect: By LLC)→ Class A Ordinary Shares (8,252,834 underlying)
Footnotes (3)
- [F1]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.
- [F2]As described in the registration statement on Form S-1 (File No. 333-291013), up to 1,136,250 of the Class B Ordinary Shares issued to Armada Sponsor III LLC (the "Sponsor") were subject to forfeiture depending on the extent to which the underwriters' over-allotment option was exercised in connection with the Issuer's initial public offering. On February 19, 2026, the underwriters partially exercised the over-allotment option to purchase an additional 2,350,000 public units and delivered a notice of waiver with respect to the unexercised portion of the over-allotment option, and as a result, the Sponsor forfeited 345,083 Class B Ordinary Shares for no consideration.
- [F3]The securities are held directly by the Sponsor. The Reporting Person is a managing member of the Sponsor, therefore, he may be deemed to have beneficial ownership of the securities held directly by the Sponsor. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.