| UNITED STATES |
| SECURITIES AND EXCHANGE COMMISSION |
| Washington, D.C. 20549 |
| SCHEDULE 13G*/ |
| (Rule 13d-102) |
| Under the Securities Exchange Act of 1934 |
| (Amendment No. )* |
| 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) |
| May 27, 2021 |
| Date of Event Which Requires Filing of the Statement |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ¨ | Rule 13d-1(b) |
| x | Rule 13d-1(c) |
| ¨ | Rule 13d-1(d) |
*/ 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 disclosures provided in a prior cover page.
The information required on 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 | Page 2 of 14 Pages |
| 1. | NAME OF REPORTING PERSON
Citadel Advisors LLC | |
| 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
2,406,246 shares | |
| 7. |
SOLE DISPOSITIVE POWER 0 | |
| 8. |
SHARED DISPOSITIVE POWER See Row 6 above |
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above | |
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ |
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.5%1
| |
| 12. |
TYPE OF REPORTING PERSON IA; OO; HC | |
| 1 | The percentages reported in this Schedule 13G are based upon 28,407,000 Class A ordinary shares outstanding as of May 27, 2021 (according to the issuer’s Form 8-K as filed with the Securities and Exchange Commission on May 28, 2021). Except as described in the preceding sentence, all share numbers for the holdings of the reporting persons reported in this Schedule 13G are as of the opening of the market on June 7, 2021. |
| CUSIP No. G34142102 | 13G | Page 3 of 14 Pages |
| 1. |
NAME OF REPORTING PERSON
Citadel Advisors Holdings 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
2,406,246 shares | |
| 7. |
SOLE DISPOSITIVE POWER 0 | |
| 8. |
SHARED DISPOSITIVE POWER See Row 6 above |
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above | |
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ |
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.5%
| |
| 12. |
TYPE OF REPORTING PERSON PN; HC | |
| CUSIP No. G34142102 | 13G | Page 4 of 14 Pages |
| 1. | NAME OF REPORTING PERSON
Citadel GP LLC | |
| 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
2,406,246 shares
| |
| 7. |
SOLE DISPOSITIVE POWER 0 | |
| 8. |
SHARED DISPOSITIVE POWER See Row 6 above. |
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above. | |
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ |
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.5%
| |
| 12. |
TYPE OF REPORTING PERSON OO; HC | |
| CUSIP No. G34142102 | 13G | Page 5 of 14 Pages |
|
1. |
NAME OF REPORTING PERSON
Citadel Securities LLC |
|
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
411 shares
| |
| 7. |
SOLE DISPOSITIVE POWER 0 | |
| 8. |
SHARED DISPOSITIVE POWER See Row 6 above. |
|
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above. | |
|
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
|
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 0.1%
| |
|
12. |
TYPE OF REPORTING PERSON BD, OO | |
| CUSIP No. G34142102 | 13G | Page 6 of 14 Pages |
|
1. |
NAME OF REPORTING PERSON
CALC IV 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
411 shares
| |
| 7. |
SOLE DISPOSITIVE POWER 0 | |
| 8. |
SHARED DISPOSITIVE POWER See Row 6 above. |
|
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above. | |
|
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
|
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 0.1%
| |
|
12. |
TYPE OF REPORTING PERSON PN; HC | |
| CUSIP No. G34142102 | 13G | Page 7 of 14 Pages |
|
1. |
NAME OF REPORTING PERSON
Citadel Securities GP LLC |
|
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
411 shares
| |
| 7. |
SOLE DISPOSITIVE POWER 0 | |
| 8. |
SHARED DISPOSITIVE POWER See Row 6 above. |
|
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above. | |
|
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
|
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 0.1%
| |
|
12. |
TYPE OF REPORTING PERSON OO; HC | |
| CUSIP No. G34142102 | 13G | Page 8 of 14 Pages |
|
1. |
NAME OF REPORTING PERSON
Kenneth Griffin |
|
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨
(b) ¨ |
|
3. |
SEC USE ONLY
|
|
4. |
CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5. |
SOLE VOTING POWER 0 |
| 6. |
SHARED VOTING POWER
2,406,657 shares
| |
| 7. |
SOLE DISPOSITIVE POWER 0 | |
| 8. |
SHARED DISPOSITIVE POWER See Row 6 above |
|
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above | |
|
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
|
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.5%
| |
|
12. |
TYPE OF REPORTING PERSON IN; HC | |
| CUSIP No. G34142102 | 13G | Page 9 of 14 Pages |
| Item 1(a) | Name of Issuer |
Fifth Wall Acquisition Corp. III
| Item 1(b) | Address of Issuer’s Principal Executive Offices |
6060 Center Drive, 10th Floor, Los Angeles, California 90045
| Item 2(a) | Name of Person Filing This Schedule 13G is being jointly filed by Citadel Advisors LLC (“Citadel Advisors”), Citadel Advisors Holdings LP (“CAH”), Citadel GP LLC (“CGP”), Citadel Securities LLC (“Citadel Securities”), CALC IV LP (“CALC4”), Citadel Securities GP LLC (“CSGP”) and Mr. Kenneth Griffin (collectively with Citadel Advisors, CAH, CGP, Citadel Securities, CALC4 and CSGP, the “Reporting Persons”) with respect to the Class A ordinary shares of the above-named issuer owned by Citadel Multi-Strategy Equities Master Fund Ltd., a Cayman Islands company (“CM”), and Citadel Securities. |
Citadel Advisors is the portfolio manager for CM. CAH is the sole member of Citadel Advisors. CGP is the general partner of CAH. CALC4 is the non-member manager of Citadel Securities. CSGP is the general partner of CALC4. Mr. Griffin is the President and Chief Executive Officer of CGP, and owns a controlling interest in CGP and CSGP.
The filing of this statement shall not be construed as an admission that any of the Reporting Persons is the beneficial owner of any securities covered by the statement other than the securities actually owned by such person (if any).
| Item 2(b) | Address of Principal Business Office The address of the principal business office of each of the Reporting Persons is 131 S. Dearborn Street, 32nd Floor, Chicago, Illinois 60603. |
| Item 2(c) | Citizenship Each of Citadel Advisors, CGP, Citadel Securities and CSGP is organized as a limited liability company under the laws of the State of Delaware. Each of CALC4 and CAH is organized as a limited partnership under the laws of the State of Delaware. Mr. Griffin is a U.S. citizen. |
| Item 2(d) | Title of Class of Securities |
Class A ordinary shares, par value $0.0001 per share
| Item 2(e) | CUSIP Number |
G34142102
| CUSIP No. G34142102 | 13G | Page 10 of 14 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 Exchange Act; |
| (b) | ¨ | Bank as defined in Section 3(a)(6) of the Exchange Act; |
| (c) | ¨ | Insurance company as defined in Section 3(a)(19) of the Exchange Act; |
| (d) | ¨ | Investment company registered under Section 8 of the Investment Company Act; |
| (e) | ¨ | 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) | ¨ | 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: ____________.
| CUSIP No. G34142102 | 13G | Page 11 of 14 Pages |
| Item 4 | Ownership |
| A. | Citadel Advisors LLC, Citadel Advisors Holdings LP and Citadel GP LLC |
| (a) | Each of Citadel Advisors LLC, Citadel Advisors Holdings LP and Citadel GP LLC may be deemed to beneficially own 2,406,246 Class A ordinary shares. |
| (b) | The number of shares that each of Citadel Advisors LLC, Citadel Advisors Holdings LP and Citadel GP LLC may be deemed to beneficially own constitutes approximately 8.5% of the Class A ordinary shares outstanding. |
| (c) | Number of shares as to which such person has: |
| (i) | sole power to vote or to direct the vote: 0 |
| (ii) | shared power to vote or to direct the vote: 2,406,246 |
| (iii) | sole power to dispose or to direct the disposition of: 0 |
| (iv) | shared power to dispose or to direct the disposition of: 2,406,246 |
| B. | Citadel Securities LLC |
| (a) | Citadel Securities LLC may be deemed to beneficially own 411 Class A ordinary shares. |
| (b) | The number of shares that Citadel Securities LLC may be deemed to beneficially own constitutes less than 0.1% of the Class A ordinary shares outstanding. |
| (c) | Number of shares as to which such person has: |
| (i) | sole power to vote or to direct the vote: 0 |
| (ii) | shared power to vote or to direct the vote: 411 |
| (iii) | sole power to dispose or to direct the disposition of: 0 |
| (iv) | shared power to dispose or to direct the disposition of: 411 |
| C. | CALC IV LP and Citadel Securities GP LLC |
| (a) | Each of CALC IV LP and Citadel Securities GP LLC may be deemed to beneficially own 411 shares of Class A ordinary shares. |
| (b) | The number of shares that each of CALC IV LP and Citadel Securities GP LLC may be deemed to beneficially own constitutes less than 0.1% of the Class A ordinary shares outstanding. |
| CUSIP No. G34142102 | 13G | Page 12 of 14 Pages |
| (c) | Number of shares as to which such person has: |
| (i) | sole power to vote or to direct the vote: 0 |
| (ii) | shared power to vote or to direct the vote: 411 |
| (iii) | sole power to dispose or to direct the disposition of: 0 |
| (iv) | shared power to dispose or to direct the disposition of: 411 |
| D. | Kenneth Griffin |
| (a) | Mr. Griffin may be deemed to beneficially own 2,406,657 Class A ordinary shares. |
| (b) | The number of shares that Mr. Griffin may be deemed to beneficially own constitutes approximately 8.5% of the Class A ordinary shares outstanding. |
| (c) | Number of shares as to which such person has: |
| (i) | sole power to vote or to direct the vote: 0 |
| (ii) | shared power to vote or to direct the vote: 2,406,657 |
| (iii) | sole power to dispose or to direct the disposition of: 0 |
| (iv) | shared power to dispose or to direct the disposition of: 2,406,657 |
| CUSIP No. G34142102 | 13G | Page 13 of 14 Pages |
| Item 5 | Ownership of Five Percent or Less of a Class If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ¨. |
| 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 |
See Item 2 above
| Item 8 | Identification and Classification of Members of the Group |
Not Applicable
| Item 9 | Notice of Dissolution of Group |
Not Applicable
| Item 10 | 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 | Page 14 of 14 Pages |
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated this 7th day of June, 2021.
CITADEL SECURITIES LLC |
CITADEL ADVISORS LLC | |||
| By: | /s/ Guy Miller | By: | /s/ Gregory Johnson | |
| Guy Miller, Authorized Signatory | Gregory Johnson, Authorized Signatory | |||
CALC IV LP |
CITADEL ADVISORS HOLDINGS LP | |||
| By: | /s/ Guy Miller | By: | /s/ Gregory Johnson | |
| Guy Miller, Authorized Signatory | Gregory Johnson, Authorized Signatory | |||
CITADEL SECURITIES GP LLC |
CITADEL GP LLC | |||
| By: | /s/ Guy Miller | By: | /s/ Gregory Johnson | |
| Guy Miller, Authorized Signatory | Gregory Johnson, Authorized Signatory | |||
KENNETH GRIFFIN | ||||
| By: | /s/ Gregory Johnson | |||
| Gregory Johnson, attorney-in-fact* | ||||
| * | Gregory Johnson is signing on behalf of Kenneth Griffin as attorney-in-fact pursuant to a power of attorney previously filed with the Securities and Exchange Commission, and hereby incorporated by reference herein. The power of attorney was filed as an attachment to a filing by Citadel Advisors LLC on Schedule 13G for Jaws Acquisitions Corp. on February 1, 2021. |