Exhibit 4.1


 


	NUMBER	 SHARES




C-                             


 


SEE REVERSE FOR CERTAIN DEFINITIONS


 


CUSIP [               ]


 


FIFTH WALL ACQUISITION CORP. III


 


CLASS A ORDINARY SHARES


 


THIS CERTIFIES THAT                  is the owner of
                      fully paid and non-assessable Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”),
of Fifth Wall Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), transferable on the
books of the Company in person or by duly authorized attorney upon surrender of this certificate properly endorsed.


 


This certificate is not valid unless countersigned
by the Transfer Agent and registered by the Registrar of the Company.


 


Witness the facsimile signature of a duly authorized
signatory of the Company.


 


	 	 	 
	Authorized Signatory	 	Transfer Agent




 






     


     


    

 


FIFTH WALL ACQUISITION CORP. III


 


The Company will furnish without charge to each
shareholder who so requests, a statement of the powers, designations, preferences and relative, participating, optional or other special
rights of each class of equity or series thereof of the Company and the qualifications, limitations, or restrictions of such preferences
and/or rights. This certificate and the shares represented thereby are issued and shall be held subject to all the provisions of the Company’s
Amended and Restated Memorandum and Articles of Association and all amendments thereto and resolutions of the Board of Directors providing
for the issue of securities (copies of which may be obtained from the secretary of the Company), to all of which the holder of this certificate
by acceptance hereof assents.


 


The following abbreviations, when used in the inscription
on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:


 


	TEN COM	—	as tenants in common UNIF GIFT MIN ACT —	                            Custodian
                     
	TEN ENT 	—	as tenants by the entireties	    (Cust)                                                 (Minor)
	 	 	 	 
	JT TEN	—	as joint tenants with right of survivorship and not as tenants in common	under Uniform Gifts to Minors Act
	 	 	 	                              (State)



 


Additional abbreviations may also be used though
not in the above list.


 


For value received,                       hereby
sells, assigns and transfers unto


 


(PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING
NUMBER(S) OF ASSIGNEE(S))


 


(PLEASE PRINT OR TYPEWRITE NAME(S) AND ADDRESS(ES),
INCLUDING ZIP CODE, OF ASSIGNEE(S))


 


Ordinary Shares represented by the within
Certificate, and hereby irrevocably constitutes and appoints


 


Attorney to transfer the said Ordinary Shares on
the books of the within named Company with full power of substitution in the premises.


 


	Dated:	 	 




 


	 	 
	 	Notice: The signature(s) to this assignment must correspond with the name as written
upon the face of the certificate in every particular, without alteration or enlargement or any change whatever.




 


	Signature(s) Guaranteed:	 
	 	 
	 	 
	THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 UNDER THE SECURITIES)	 




 






     


     


    

 


	 	 
	EXCHANGE ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR RULE).	 




 


As more fully described in, and subject to the terms and conditions
described in, the Company’s final prospectus for its initial public offering dated                   , 2021, the holder(s) of this certificate
shall be entitled to receive a pro rata portion of certain funds held in the trust account established in connection with the Company’s
initial public offering only in the event that (i) the Company redeems the Ordinary Shares sold in the Company’s initial public
offering and liquidates because it does not consummate an initial business combination by the date set forth (the “Last Date”)
in the Company’s Amended and Restated Memorandum and Articles of Association, as the same may be amended from time to time (the
 “Charter”), (ii) the Company redeems the Ordinary Shares sold in its initial public offering properly submitted in connection
with a shareholder vote to amend the Charter to modify the substance or timing of the Company’s obligation to redeem 100% of the
Ordinary Shares if it does not consummate an initial business combination by the Last Date or with respect to any other material provisions
relating to shareholders’ rights or pre-initial business combination activity, or (iii) if the holder(s) seek(s) to redeem for cash
his, her or its respective Ordinary Shares in connection with a tender offer (or proxy solicitation, solely in the event the Company seeks
shareholder approval of the proposed initial business combination) setting forth the details of a proposed initial business combination.
In no other circumstances shall the holder(s) have any right or interest of any kind in or to the trust account.