SecProbe.io

December 23, 2024
Jason Weimer
Manager
Gratus Capital Properties Fund III LLC
718 Washington Ave N, Ste. 400
Minneapolis, MN 55401
Re:Gratus Capital Properties Fund III LLC
Offering Statement on Form 1-A
Filed November 27, 2024
File No. 024-1253
Dear Jason Weimer:
            We have reviewed your offering statement and have the following comments.
            Please respond to this letter by amending your offering statement and providing the
requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response. After reviewing any amendment to your offering statement and the information you
provide in response to this letter, we may have additional comments.
Offering Statement on Form 1-A filed November 27, 2024
Cover Page
1.We note that investors who purchase at least $500,000 in Class A Units, who purchase
Units through a RIA, who purchase units through a registered broker-dealer, or who
are current employees of the Manager or any Development Partner with whom the
Company does business are also eligible to take advantage of the Company’s Side
Letter Agreement and are assigned cashflows from the Company’s Class C
Members. Please tell us what consideration you have given as to whether these Class
A+ Members hold a new security.
2.Rule 253(b)(4) of Regulation A requires that you fix the volume of securities that you
are qualifying in this offering. Please state the volume of the Class A, Class B, and
Class A+ Interests separately that you intend to qualify in this offering here and
elsewhere as appropriate.
We note that Investors will receive Class A Units if they either (a) purchase at least
One Hundred Thousand Dollars ($100,000) worth of Investor Interests; or (b) have
previously invested in Affiliates of the Manager and the Manager agrees to admit 3.

December 23, 2024
Page 2
them as Class A Members, in the sole discretion of the Manager. Please revise to
include more detail as to how the manager will exercise its discretion.
4.We note that you disclose in Part I, Item 4 of your Form 1-A notification
that $3,359,460.00 of the aggregate offering price is attributable to securities being
offered on behalf of selling securityholders. With reference to Item 1(d) of Part II of
Form 1-A, to the extent there is a resale component to this offering, please separately
state the amount of securities offered by selling securityholders on the cover page, and
provide the disclosure required by Item 5(d) in the Distribution section. Alternatively,
if there is no resale component, please revise your response to Part 1, Item 4 or
otherwise advise.
5.Please revise here and elsewhere as appropriate to clarify the maximum period of time
a purchaser's funds may be held before the manager determines to accept or reject
a subscription. We note your disclosure that the subscription funds may remain in the
company's escrow account for up to 180 days from the first date of deposit.
Risk Factors
Risks Related to Our Corporate Structure, page 17
6.We note your disclosure of the risks associated with being deemed an investment
company. Please revise to include the risk that if you are deemed to be an investment
company you will no longer meet the eligibility requirements of Form 1-A. See Rule
251(b)(4).
Dilution, page 22
7.Please revise to include a detailed discussion of the dilutive impact of Class A, Class
B, and Class C interests on investors prior to and after the offering. We note Class C
interest holders paid $10 per interest and will receive substantially more distributable
cash, profit, and loss allocation, and voting rights per interest than Class A interest
holders. We also note your disclosure that investors of this offering may pay more
than $11.08 per interest.
Description of Business
Investment Policies of the Company, page 40
8.Please revise to include more detailed disclosure regarding your investment policies
for evaluating any real estate properties, real estate backed loans, and other real estate
backed investments. For example, we note your risk factor disclosure on page 10 that
if you acquire commercial real estate, you will be highly dependent on the economic
viability of your tenants. Please include details such as how you intend to evaluate
tenant quality for future investments in your investment policies. Please also revise
your risk factor disclosure as appropriate.
Description of Property, page 41
9.Please revise to include a description of the company's properties as required by Item
8 of Form 1-A. Please include risks, competitive factors, and all other material details
associated with the properties. See Item 11 of Industry Guide 5.

December 23, 2024
Page 3
Manager, Executive Officers, Promoters and Control Persons, page 48
10.We note your disclosure on page 60 that the manager manages other investment
opportunities and funds outside of the company. To the extent that any of your
executive officers or other significant employees work part-time for the company,
please revise your table on page 48 to indicate the average number of hours per week
or month such person works or is anticipated to work. Refer to Item 10 of Form 1-A.
Executive Compensation, page 51
11.Please revise to include all compensation awarded to, earned by, accrued, or paid to
your executive officers and affiliates in your compensation table and narrative
disclosure. We note your disclosure on pages 28 and 52 that the manager has been
paid acquisition fees and has accrued but not yet been paid additional fees in
connection with the manager’s efforts in conducting due diligence and making the
investment opportunity available to investors.
Withdrawal Policy, page 57
12.Please be advised that you are responsible for analyzing the applicability of the tender
offer rules, including Rule 13e-4 and Regulation 14E, to your withdrawal policy. We
urge you to consider all the elements of your withdrawal policy in determining
whether the program is consistent with relief granted by the Division of Corporation
Finance in prior no action letters. To the extent you are relying on Blackstone Real
Estate Income Trust, Inc. (Letter dated September 12, 2016), Rich Uncles NNNREIT,
Inc. (Letter dated December 21, 2016), Hines Global REIT II, Inc. (Letter dated April
26, 2017), or Black Creek Diversified Property Fund Inc. (Letter dated September 1,
2017), please provide us with an analysis as to how your policy is consistent with such
relief. To the extent you have questions as to whether the policy is entirely consistent
with the relief previously granted by the Division of Corporation Finance, you may
contact the Division’s Office of Mergers and Acquisitions at 202-551-3440.
13.It appears that you may approve requests for withdrawals during the offering period of
the interests being qualified in this offering circular.  Please be advised that you are
responsible for analyzing the applicability of Regulation M to your withdrawal
policy.  We urge you to consider all the elements of your withdrawal policy in
determining whether the policy is consistent with the class exemptive letter granted to
Alston & Bird LLP dated October 22, 2007. To the extent you have questions
regarding your policy, you may contact the Division of Trading and Markets at 202-
551-5777.
Policies with Respect to Certain Transactions
Conflicts of Interest, page 60
14.Please revise to include more fulsome disclosure of any material conflict of interests
between your manager and its affiliates and investors. Please see Item 5 of Industry
Guide 5.

December 23, 2024
Page 4
Prior Performance, page 61
15.Please revise you prior performance narrative and tables to include all material
information referenced in Industry Guide 5. For example, we note that Table IV on
page 68 does not include the dollar amount raised or the closing date of the offering
described in Appendix II of the Guide.
Consolidated Financial Statements, page F-1
16.We note that within the interim financial statements, the columns of information for
the 6 months ended June 30, 2023 and the year ended December 31, 2022 are labeled
"restated".   Such information also appears to differ from the amounts included in
previous filings.   We could not locate any disclosures discussing the events
surrounding the restatement and the reasons for such restatement.   Please provide to
us and revise your filing to include the disclosures required related to correction of an
error in previously issued financial statements.   Reference is made to paragraphs 250-
10-50-7 through 11 of the Financial Accounting Standards Codification.
Property, Equipment and Depreciation, page F-8
17.Please expand your disclosures to provide additional details related to your accounting
policy for construction in progress.   Your expanded disclosures should include
discussion regarding the types of expenses that are potentially capitalized, other than
interest, such as, taxes, salaries and other general and administrative expenses.   As a
part of this discussion, please disclose the periods of capitalization including a
discussion of when the capitalization period begins and ends.   Reference is made to
paragraphs 835-20-25-2 and 3 and 970-340-25-8 of the Financial Accounting
Standards Codification.
Note 2 - Summary of Significant Accounting Policies
Revenue Recognition, page F-27
18.Reference is made to your disclosure on page F-27 where you indicate that no revenue
recognized from performance obligations satisfied during the period from inception to
June 30, 2024.   This appears to contradict your discussion within MD&A on page
44.   Please revise and expand your disclosures to discuss your accounting policy for
the revenue streams discussed within your MD&A.
Exhibits
19.Please amend your filing to ensure all of your exhibits are submitted in a text
searchable format. Please refer to item 301 of Regulation S-T.
Signature, page 76
20.Please revise to include the signatures of your principal executive officer, principal
financial officer, and principal accounting officer. See Instructions to Signatures of
Form 1-A.
            We will consider qualifying your offering statement at your request. If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have

December 23, 2024
Page 5
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff. We also remind you that, following qualification of your Form 1-A,
Rule 257 of Regulation A requires you to file periodic and current reports, including a Form
1-K which will be due within 120 calendar days after the end of the fiscal year covered by the
report.
            Please contact Kellie Kim at 202-551-3129 or Wilson Lee at 202-551-3468 if you
have questions regarding comments on the financial statements and related matters. Please
contact Catherine De Lorenzo at 202-551-3772 or Jeffrey Gabor at 202-551-2544 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Jonathan Sabo, Esq.