Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal


           Year.

Second Articles of Amendment and Restatement

On January 26, 2023, Lightstone Value Plus REIT III, Inc.'s (the "Company") filed Second Articles of Amendment and Restatement (the "Second Articles") with the Maryland State Department of Assessments and Taxation (the "SDAT"). The Second Articles became effective upon filing with the SDAT.

The Second Articles were approved by the Company's stockholders at its annual meeting of stockholders originally scheduled for December 8, 2022 and as adjourned to January 17, 2023 (the "Annual Meeting"). The proposal to amend and restate the Company's charter is discussed in detail in the Company's definitive proxy statement dated and filed with the Securities and Exchange Commission on October 18, 2022. The principal changes to the Company's charter made by the Second Articles included (a) elimination of certain procedural provisions related to roll-up transactions, (b) providing indemnification and exculpation of officers and directors to the maximum extent permitted by Maryland law, (c) removal of provision requiring a simple majority for a quorum, (d) conforming the stockholder right obtain a stockholder list to Maryland law (e) revision of the access to stockholder list, (f) elimination of a fiduciary duty of directors provision in favor of the Maryland law required fiduciary duty of directors, (g) removal of suitability and minimum investment requirements for purchasers of the Company's securities in third party transactions and (h) removal of a provision regarding the duration of the Company.

The Second Articles have been filed as Exhibit 3.1 to this Current Report on Form 8-K and are incorporated into this Report by reference.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits




Exhibit   Description
3.1         Second Articles of Amendment and Restatement
99.1      Definitive Proxy Statement on Schedule 14A, filed on October 18, 2022




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Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.





                       LIGHTSTONE VALUE PLUS REIT III, INC.

Date: January 30, 2023 By:   /s/ Seth Molod
                             Seth Molod
                             Chief Financial Officer and
                             Principal Accounting Officer




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