Ajax I (AJAX) Form 3 Ajax I / Daniel Och 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^*

Ajax I Holdings, LLC

(Last) (First) (Middle)

C/O AJAX I

667 MADISON AVENUE

(Street)

NEW YORK NY 10065

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/28/2020

3. Issuer Name and Ticker or Trading Symbol
Ajax I [ AJAX ]

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

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

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	9,583,333(1)	(1)	D(2)

1. Name and Address of Reporting Person^*

Ajax I Holdings, LLC

(Last) (First) (Middle)

C/O AJAX I

667 MADISON AVENUE

(Street)

NEW YORK NY 10065

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Och Daniel

(Last) (First) (Middle)

C/O AJAX I

667 MADISON AVENUE

(Street)

NEW YORK NY 10065

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

OW667 Holdings I, LLC

(Last) (First) (Middle)

C/O AJAX I

667 MADISON AVENUE

(Street)

NEW YORK NY 10065

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

OW667 Management, LLC

(Last) (First) (Middle)

C/O AJAX I

667 MADISON AVENUE

(Street)

NEW YORK NY 10065

(City) (State) (Zip)

Explanation of Responses:

1. As described in the issuer's registration statement on Form S-1 (File No. 333-249411) under the heading "Description of Securities-Founder Shares," the Class B ordinary shares, par value $0.0001 per share, of the issuer will automatically convert into Class A ordinary shares, par value $0.0001 per share, of the issuer at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to certain adjustment, and have no expiration date. Includes 1,250,000 Class B ordinary shares that are subject to forfeiture if the underwriter of the issuer's initial public offering does not exercise in full its option to purchase additional units.

2. Ajax I Holdings, LLC (the "Sponsor") is the record holder of the Class B ordinary shares reported herein. OW667 Management, LLC ("OW667 Management"), a Delaware limited liability company is the managing member and may be deemed to beneficially own securities held by the Sponsor by virtue of its control over the Sponsor. Mr. Och is the (i) managing member of OW667 Management and (ii) managing member of OW667 Holdings I, LLC ("OW667 Holdings"), a Delaware limited liability company and member of OW667 Management, and may be deemed to beneficially own securities held by the Sponsor by virtue of his control over OW667 Management and OW667 Holdings. Each of the Sponsor, OW667 Management and OW667 Holdings may be deemed to be a beneficial owner of Class B ordinary shares reported herein. Each of Mr. Och , OW667 Management and OW667 Holdings disclaims beneficial ownership of the Class B ordinary shares reported herein except to the extent of his or its respective pecuniary interest therein.

Remarks:

Mr. Och (i) is the Chief Executive Officer and (ii) serves on the board of directors, of the issuer. For the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Sponsor, OW667 Holdings and OW667 Management may each be deemed a director by deputization with respect to the issuer on the basis of the service of Mr. Och.

	/s/ Daniel S. Och, Authorized Signatory	10/27/2020
	/s/ Daniel S. Och	10/27/2020
	/s/ Daniel S. Och, Authorized Signatory	10/27/2020
	/s/ Daniel S. Och, Authorized Signatory	10/27/2020
	** Signature of Reporting Person	Date
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