UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 01, 2012

ALPHAMETRIX MANAGED FUTURES III LLC

(Exact name of registrant as specified in its charter)


Delaware	000-53864	27-1248567
(State or other jurisdiction of incorporation)	(Commission file number)	(IRS Employer Identification No.)

c/o ALPHAMETRIX, LLC
181 West Madison Street
34^th Floor
Chicago, Illinois 60602
(Address of principal executive offices)

Registrant’s telephone number, including area code: (312) 267-8400

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Securities Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.02 Unregistered Sales of Equity Securities.

On February 1, 2012, Registrant sold an aggregate $2,589,313 of equity securities in Registrant (“Units”) to new and/or existing members of Registrant in transactions that were not registered under the Securities Act of 1933, as amended (the “Securities Act”), as follows:


Unit Name	Date of Issuance	Amount Issued

Sub-Series B-0	February 1, 2012	$1,374,313
Sub-Series B-2	February 1, 2012	$1,215,000

All consideration for Units sold was paid in cash. The Units were issued by Registrant in reliance upon an exemption from registration under the Securities Act set forth in Section 4(2) of the Securities Act, and Rule 506 of Regulation D promulgated thereunder. Each purchaser represented to the Registrant that such purchaser is an “accredited investor” as such term is defined under Regulation D and the sales did not involve any form of general solicitation or general advertising. In connection with the sales of the Units described above, there were no underwriting discounts or commissions.

SIGNATURES

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.

Date: February 2, 2012


ALPHAMETRIX MANAGED FUTURES III LLC

By:	ALPHAMETRIX, LLC, Manager

	By:	/s/ David J. Young

	Name: David J. Young
	Title: Chief Operations Officer

AlphaMetrix Managed Futures III LLC 8-K