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Filed Pursuant to Rule 424(b)(3) Registration No. 333-209128 PROSPECTUS Cole Office & Industrial REIT (CCIT III), Inc. Maximum Offering of $3,500,000,000 in Shares of Common Stock ____________________________________________________________________________ Cole Office & Industrial REIT (CCIT III), Inc. is a Maryland corporation that primarily acquires single-tenant, income-producing, necessity office and industrial properties, which are leased to creditworthy tenants under long-term net leases. We elected to be taxed, and currently qualify, as a real estate investment trust (REIT) for federal income tax purposes commencing with our taxable year ended December 31, 2017. We are externally managed by our advisor, Cole Corporate Income Advisors III, LLC (CCI III Advisors), which is owned by CCO Group, LLC. CCO Group, LLC and its subsidiaries (collectively, CCO Group) serve as our sponsor. CCO Group is a group of affiliated entities directly or indirectly owned and controlled by CIM Group, LLC (CIM). CIM is a vertically-integrated owner and operator of real assets including urban residential, commercial, retail, hospitality, debt, and infrastructure assets as well as U.S.-based retail and industrial net- lease. CIM has multidisciplinary expertise and in-house research, acquisition, credit analysis, development, finance, leasing, and asset management capabilities. CIM is headquartered in Los Angeles, California and has offices in Oakland, California; Bethesda, Maryland; Dallas, Texas; New York, New York; Chicago, Illinois; and Phoenix, Arizona. We are offering up to $2,500,000,000 in shares of our common stock pursuant to our primary offering, consisting of two classes of shares: Class A shares of common stock at a price of up to $10.00 per share (up to $1,250,000,000 in shares) and Class T shares of common stock at a price of up to $9.57 (up to $1,250,000,000 in shares). We are also offering up to $1,000,000,000 in shares of our common stock pursuant to our distribution reinvestment plan at a purchase price during this offering equal to the per share primary offering price net of selling commissions and dealer manager fees, or $9.10 per share for both Class A and Class T shares, assuming a $10.00 per Class A share primary offering price and a $9.57 per Class T share primary offering price. We reserve the right to reallocate the shares offered among the classes of shares and between the primary offering and our distribution reinvestment plan. We intend to offer these shares until September 22, 2019, unless our board of directors terminates the offering at an earlier date or all shares being offered have been sold, in which case the offering will be terminated. If all of the shares we are offering have not been sold by September 22, 2019, our board of directors may further extend the offering as permitted under applicable law. In no event will we extend this offering beyond 180 days after September 22, 2019. This offering must be registered, or exempt from registration, in every state in which we offer or sell shares. Generally, such registrations are for one year. Therefore, we may have to stop selling shares in any state in which our registration is not renewed or otherwise extended annually. We reserve the right to terminate this offering at any time prior to the stated termination date. ____________________________________________________________________________ See “Risk Factors” beginning on page 26 for a description of the principal risks you should consider before buying shares of our common stock. These risks include the following: ____________________________________________________________________________ • This is an initial public offering of an entity that commenced principal operations on September 22, 2016, and an investment in our shares is speculative. You should consider our prospectus in light of the risks, uncertainties and difficulties frequently encountered by companies that are, like us, in their early stages of development. • The amount of distributions we may pay in the future, if any, is uncertain. Due to the risks involved in the ownership of real estate, there is no guarantee of any return on your investment in our common stock, and you may lose your investment. • We are a “blind pool,” as we have a limited operating history and we have not identified all of the properties we intend to purchase. • Your investment will have limited liquidity and we are not required, through our charter or otherwise, to provide for a liquidity event. No public market currently exists, and one may never exist, for shares of our common stock. If you are able to sell your shares, you would likely have to sell them at a substantial discount to your purchase price. • We cannot assure you that we will be able to achieve a liquidity event, and market conditions and other factors could cause us to delay any proposed liquidity event. • You should consider an investment in our common stock a long-term investment. If we do not successfully implement a liquidity event, you may suffer losses on your investment, or your shares may continue to have limited liquidity. • The initial offering price for our shares is not intended to reflect the book value or net asset value of our assets, or our expected operating cash flows. Until our board of directors determines an estimated value of our company, the price of our shares is not intended to reflect the net asset value of our shares. • During certain periods, we have paid, and may in the future pay, certain distributions, in whole or in part, from sources other than cash flow from operations, including borrowings and proceeds from the sale of our securities in this and future offerings or asset sales, and we have no limits on the amounts we may pay from such other sources. Payments of distributions from sources other than cash flow from operations may reduce the amount of capital we ultimately use to acquire real estate and may negatively impact the Table of Contents value of your investment. As a result of our ability to pay distributions from sources other than cash flow from operations, the amount of distributions paid at any time may not reflect the current performance of our properties or our current operating cash flows. • This is a “best efforts” offering. If we are not able to raise a substantial amount of capital in the near term, we may have difficulties acquiring additional properties and our ability to achieve our investment objectives could be adversely affected. • There are conflicts of interest between us and our advisor and its affiliates, including our dealer manager. Key persons associated with our advisor perform similar duties for CIM and other programs sponsored or operated by CCO Group, LLC that may use acquisition strategies similar to ours, creating potential conflicts of interest when allocating acquisition opportunities among these programs. • Because we are externally managed by our advisor and have no employees, we will pay our advisor and its affiliates substantial fees for the services they provide to us, including significant compensation that may be required to be paid to our advisor if our advisor is terminated. If our board of directors elects to internalize our management functions, your interest in us could be diluted. • Our board of directors may change our investment objectives and certain investment policies without stockholder approval, which could alter the nature of your investment. • We have incurred debt, and expect to incur additional debt, which could adversely impact your investment if the value of the property securing the debt falls or if we are forced to refinance the debt during adverse economic conditions. • If we do not remain qualified as a REIT for federal income tax purposes, cash available for distributions to be paid to you could decrease materially. • For qualified plans and accounts, if an investment in our common stock constitutes a prohibited transaction under the Employee Retirement Income Security Act of 1974, as amended (ERISA), or the Internal Revenue Code of 1986, as amended (the Internal Revenue Code), you may be subject to the imposition of significant excise taxes and penalties with respect to the amount invested. This investment involves a high degree of risk. You should purchase these securities only if you can afford a complete loss of your investment. Neither the Securities and Exchange Commission, the Attorney General of the State of New York, nor any other state securities regulator has approved or disapproved of our common stock, nor determined if this prospectus is truthful or complete or passed on or endorsed the merits or demerits of this offering. Any representation to the contrary is a criminal offense. The use of projections in this offering is prohibited. Any representation to the contrary, and any predictions, written or oral, as to the amount or certainty of any future benefit or tax consequence that may flow from an investment in this program is not permitted. All proceeds from this offering are held in trust until subscriptions are accepted and funds are released. ____________________________________________________________________________ Selling Dealer Net Proceeds Price to Public (1) Commissions* Manager Fee* (Before Expenses) Primary Offering Per Class A Share $ 10.00 $ 0.70 $ 0.20 $ 9.10 Per Class T Share $ 9.57 $ 0.29 (2) $ 0.19 (2) $ 9.10 (2) Total Maximum $ 2,500,000,000 $ 125,000,000 (3) $ 50,000,000 (3) $ 2,325,000,000 (3) Distribution Reinvestment Plan Per Class A Share $ 9.10 $ — $ — $ 9.10 Per Class T Share $ 9.10 $ — $ — $ 9.10 Total Maximum $ 1,000,000,000 $ — $ — $ 1,000,000,000 ______________________ (1) The price to public assumes no purchase price discounts. We expect our board of directors to determine an estimated net asset value (NAV) per share no later than February 19, 2019.

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