AxonPrime Infrastructure Acquisition (APMI) Form 4 AxonPrime Infrastructure Acquisition / Dinakar Singh ownership change

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

AxonPrime Infrastructure Sponsor LLC

(Last) (First) (Middle)

126 E 56TH ST, 30TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
AxonPrime Infrastructure Acquisition Corp [ APMIU ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/17/2021

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	08/17/2021		P(1)		1,500,000(1)	A	$10	1,500,000(1)	I	See Footnote(1)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(2)	08/17/2021		S(3)			650,000	(2)	(2)	Class A Common Stock	650,000	$0.003	3,587,500(4)	D(5)

1. Name and Address of Reporting Person^*

AxonPrime Infrastructure Sponsor LLC

(Last) (First) (Middle)

126 E 56TH ST, 30TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Prime Infrastructure Sponsor LLC

(Last) (First) (Middle)

C/O AXONPRIME INFRASTRUCTURE ACQUISITION

126 E 56TH ST, 30TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Axon Infrastructure Sponsor LLC

(Last) (First) (Middle)

C/O AXONPRIME INFRASTRUCTURE ACQUISITION

126 EAST 56TH ST, 30TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

AxonPrime Infrastructure Sponsor JV LLC

(Last) (First) (Middle)

C/O AXONPRIME INFRASTRUCTURE ACQUISITION

126 E 56TH ST, 30TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Sloss Dakin

(Last) (First) (Middle)

C/O AXONPRIME INFRASTRUCTURE ACQUISITION

126 E 56TH ST, 30TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Singh Dinakar

(Last) (First) (Middle)

C/O AXONPRIME INFRASTRUCTURE ACQUISITION

126 E 56TH ST, 30TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

Explanation of Responses:

1. Represents 1,500,000 shares of Class A Common Stock acquired in connection with the purchase of 1,500,000 units of the issuer (each consisting of one share of Class A Common Stock and one-third of one redeemable warrant) indirectly through Axon Partners, LP, which is the record holder of such shares. Axon Partners, LP is controlled by Dinakar Singh. Axon Partners, LP, together with Axon Capital LP, its investment manager, which is also controlled by Mr. Singh, has separately filed a Form 3 reporting such acquisition. The securities reported in this Form 4 do not include 500,000 shares of Class A common stock issuable upon the exercise of the warrants included as part of such units. Mr. Singh disclaims any beneficial ownership of such securities, except to the extent of his pecuniary interest therein, if any.

2. As described in the issuer's final prospectus filed under Rule 424(b)(4) (File No. 333-257777) (the "Prospectus") under the heading "Description of Securities--Founder Shares," the shares of Class B Common Stock will automatically convert into shares of Class A Common Stock at the time of the initial business combination of the issuer on a one-for-one basis, subject to certain adjustments, and have no expiration date.

3. The shares of Class B Common Stock were sold by AxonPrime Infrastructure Sponsor LLC (the "Sponsor") to certain institutional investors and qualified institutional buyers, as described in the Prospectus under the heading "Summary - The Offering - Expressions of Interest."

4. Includes up to 562,500 shares of Class B Common Stock which are subject to forfeiture depending on the extent to which the underwriters' over-allotment option is exercised in connection with the issuer's initial public offering, as described in the Prospectus.

5. The Sponsor is the record holder of the securities. The Sponsor is a direct subsidiary of AxonPrime Infrastructure Sponsor JV LLC. 50% of the equity interests in AxonPrime Infrastructure Sponsor JV LLC are directly owned by Prime Infrastructure Sponsor LLC and 50% of such interests are directly owned by Axon Infrastructure Sponsor LLC. Prime Infrastructure Sponsor LLC is controlled by Dakin Sloss and Axon Infrastructure Sponsor LLC is controlled by Mr. Singh. As such, each of Messrs. Singh and Sloss may be deemed to share beneficial ownership of the securities held directly by the Sponsor. Each of Messrs. Singh and Sloss disclaim any beneficial ownership of such securities.

	AxonPrime Infrastructure Sponsor LLC, By: /s/ Jon Layman, Authorized Person	08/19/2021
	Prime Infrastructure Sponsor LLC, By: /s/ Jon Layman, Authorized Person	08/19/2021
	Axon Infrastructure Sponsor LLC, By: /s/ Dinakar Singh, Authorized Person	08/19/2021
	AxonPrime Infrastructure Sponsor JV LLC, By: /s/ Jon Layman, Authorized Person	08/19/2021
	Dakin Sloss, By: /s/ Jon Layman, Attorney-in-Fact	08/19/2021
	/s/ Dinakar Singh	08/19/2021
	** Signature of Reporting Person	Date
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