Kingstown Management GP Form 3 Inflection Point Acquisition / GUY SHANON ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Inflection Point Holdings LLC

(Last) (First) (Middle)

C/O INFLECTION POINT ACQUISITION CORP.

34 EAST 51ST STREET, 5TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/21/2021

3. Issuer Name and Ticker or Trading Symbol
Inflection Point Acquisition Corp. [ IPAX ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
See Remarks

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Ordinary Shares	(1)	(1)	Class A Ordinary Shares	8,625,000	(1)	D(2)

1. Name and Address of Reporting Person^*

Inflection Point Holdings LLC

(Last) (First) (Middle)

C/O INFLECTION POINT ACQUISITION CORP.

34 EAST 51ST STREET, 5TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

KINGSTOWN CAPITAL MANAGEMENT L.P.

(Last) (First) (Middle)

C/O INFLECTION POINT ACQUISITION CORP.

34 EAST 51ST STREET, 5TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

KINGSTOWN MANAGEMENT GP LLC

(Last) (First) (Middle)

C/O INFLECTION POINT ACQUISITION CORP.

34 EAST 51ST STREET, 5TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BLITZER MICHAEL

(Last) (First) (Middle)

C/O INFLECTION POINT ACQUISITION CORP.

34 EAST 51ST STREET, 5TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SHANON GUY

(Last) (First) (Middle)

C/O INFLECTION POINT ACQUISITION CORP.

34 EAST 51ST STREET, 5TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

Explanation of Responses:

1. The shares of Class B ordinary shares are convertible for shares of the Issuer's Class A ordinary shares as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No.333-253963) (the "Registration Statement") and have no expiration date. The shares of Class B ordinary shares beneficially owned by the Reporting Persons include up to 1,125,000 shares of Class B ordinary shares subject to forfeiture to the Issuer depending on the extent to which the underwriters' over-allotment option is exercised in connection with the Issuer's initial public offering of units, as described in the Registration Statement.

2. Inflection Point Holdings LLC is the record holder of the securities reported herein. Kingstown Capital Management, L.P. is the manager of Inflection Point Holdings LLC and shares voting and investment discretion with respect to the ordinary shares held of record by Inflection Point Holdings LLC. Kingstown Management GP LLC is the general partner of Kingstown Capital Management, L.P. and shares voting and investment discretion with respect to the ordinary shares held of record by Inflection Point Holdings LLC. Michael Blitzer and Guy Shanon are the Managing Members of Kingstown Management GP LLC and share voting and investment discretion with respect to the ordinary shares held of record by Inflection Point Holdings LLC. Each of Kingstown Management GP LLC, Kingstown Capital Management, LP, Michael Blitzer and Guy Shanon disclaims any beneficial ownership of the securities held by Inflection Point Holdings LLC other than to the extent of any pecuniary interest it or he, as applicable, may have therein, directly or indirectly.

Remarks:

The Sponsor, Kingstown Capital Management, L.P. and Kingstown Management GP LLC may be deemed directors by deputization by virtue of their representation on the board of directors of the Issuer. Michael Blitzer and Guy Shanon are each members of the board of directors of the Issuer. See Exhibit 99.1 - Joint Filer Information, which is incorporated herein by reference and describes in further detail the relationships of the Reporting Persons to the Issuer. See Exhibits 24.1, 24.2, 24.3, 24,4 and 24.5 - Powers of Attorney.

	/s/ Russell Deutsch, Attorney-in-Fact for Inflection Point Holdings LLC	09/21/2021
	/s/ Russell Deutsch, Attorney-in-Fact for Kingstown Capital Management, L.P.	09/21/2021
	/s/ Russell Deutsch, Attorney-in-Fact for Kingstown Management GP LLC	09/21/2021
	/s/ Russell Deutsch, Attorney-in-Fact for Michael Blitzer	09/21/2021
	/s/ Russell Deutsch, Attorney in Fact for Guy Shanon	09/21/2021
	** Signature of Reporting Person	Date
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