UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549



FORM
10-K/A

(Amendment
No. 1)



(Mark
One)



|[X] | ANNUAL
    REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|--- | ----------------------------------------------------------------------------------------



FOR
THE FISCAL YEAR ENDED DECEMBER 31, 2017



OR



|[  ] | TRANSITION
    REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|---- | --------------------------------------------------------------------------------------



FOR
THE TRANSITION FROM ____________ TO ____________.



COMMISSION
FILE NUMBER: 333-184550



SQN
Alternative Investment Fund III L.P.

(Exact
name of registrant as specified in its charter)



|Delaware                                                                                                                |  | 36-4740732                                                                       
|----------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------
|(State
                                         or other jurisdiction of
        incorporation
        or organization) |  | (I.R.S.
                                         Employer
        ID
        No.)



|100
                                         Wall Street, 28th Floor
        New
        York, NY |  | 10006         
|------------------------------------------------------------------------------------------------- |  | --------------
|(Address
    of principal executive offices)                                                      |  | (Zip
    code)



Registrant’s
telephone number: (212) 422-2166



Securities
registered pursuant to Section 12 (b) of the Act:

None



Securities
registered pursuant to Section 12 (g) of the Act: Units of Limited Partnership Interests



Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [  ]
No [X]



Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [  ]
No [X]



Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [  ]



Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [  ]
No [X]



Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition
of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):



|Large
    accelerated filer [  ] | Accelerated
    filer [  ]       
|-------------------------------- | ---------------------------------
|                                 |                                  
|Non-accelerated
    filer [  ]   | Smaller
    Reporting Company [X]
|                                 |                                  
|Emerging
growth company [  ]     |                                  







If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [  ] No [X]



State
the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price
at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day
of the registrant’s most recently completed second fiscal quarter: Not applicable. There is no established market for
the units of limited partnership interests of the registrant.



Number
of outstanding units of limited partnership interests of the registrant on March 29, 2018 was 27,721.10.



DOCUMENTS
INCORPORATED BY REFERENCE



None.






















SQN
Alternative Investment Fund III L.P.

Annual
Report on Form 10-K/A for Year Ended December 31, 2017



|EXPLANATORY NOTE                                    | 3
|--------------------------------------------------- | -
|                                                    |  
|PART IV                                             |  
|Item 15. Exhibits and Financial Statement Schedules | 4
|Signatures                                          | 5



2









EXPLANATORY
NOTE



SQN
Alternative Investment Fund III L.P (the “Partnership”) is filing this Amendment No. 1 to its Annual Report on Form
10-K for the fiscal year ended December 31, 2017 (the “Form 10-K”) only to file Exhibits 31.2 and 32.2 in response
to a comment the Partnership received from the Securities and Exchange Commission.



In
addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by our principal
executive officer and principal financial officer are filed as exhibits to this Amendment under Item 15 of Part IV hereof.



This
Amendment No. 1 to the Form 10-K does not reflect events occurring after the filing of the Form 10-K. No other modifications or
changes have been made to the Form 10-K as originally filed or the Exhibits filed therewith.

















PART
IV



Item
15. Exhibits, Financial Statement Schedules



|1) | Documents
    filed as part of this Report.
|-- | -------------------------------------------
|   |                                            
|   | b)                                         
|   |                                            
|   |                                            
|   |                                            
|   |                                            
|   |                                            
|   |                                            
|   |                                            
|   |                                            





3







PART
IV



Item
15. Exhibits, Financial Statement Schedules



|1) | Documents
    filed as part of this Report.
|-- | -------------------------------------------
|   |                                            
|   | a)                                         
|   |                                            
|   |                                            
|   |                                            
|   |                                            
|   |                                            
|   |                                            
|   |                                            
|   |                                            
|   |                                            
|   |                                            
|   |                                            
|   |                                            



| | b) | Listing
    of Exhibits:                                                                                                                                                                                                                                                                                                                                                                                                                          
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    | 31.1. Certification of Jeremiah Silkowski, President and Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                      
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    | 32.1. Certification of Jeremiah Silkowski, President and Chief Executive Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                               
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    | 101
    The following financial statements from SQN Alternative Investment Fund III L.P.’s annual report on Form 10-K for the
    year ended December 31, 2017, formatted in XBRL (eXtensible Business Reporting Language): (i) Balance Sheets, (ii) Statements
    of Operations, (iii) Statements of Changes in Partners’ Equity, (iv) Statements of Cash Flows, (v) Notes to Financial
    Statements and (vi) document and entity information.



4









SIGNATURES



Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf
of the Registrant and in the capacity and on the dates indicated.



File
No. 333-166195

SQN
AIF III GP, LLC

General
Partner of the Registrant



|April 15, 2019                            | 
|----------------------------------------- | 
|                                          | 
|/s/
    jeremiahsilkowski                 | 
|Jeremiah
    Silkowski                    | 
|President
    and Chief Executive Officer | 
|(Principal
    Executive Officer)         | 





5