Inflection Point Acquisition (IPAX) 10% owner Shanon disposed of 8,243,750 shares

Insider transactions reported

Guy Shanon (10% owner at Inflection Point Acquisition Corp., IPAX) reported that they disposed of 8,243,750 shares on Aug 14, 2023. After these transactions the filing shows 0 shares held indirectly (By Inflection Point Holdings LLC).

Reporting person

Shanon Guy

Holdings before and after

• Class A Common Stock: 8,243,750 to 0 indirect, By Inflection Point Holdings LLC

Other positions listed

• Class A Common Stock: 1,662,673 direct
• Class A Common Stock: 1,585,904 indirect, By fund

Footnotes from the filing

1. 1. On August 14, 2023, Inflection Point Holdings LLC (the Sponsor ) distributed an aggregate of 8,243,750 shares of Class A common stock of the Issuer to its members, in a pro rata distribution for no consideration in accordance with the terms of the Sponsor's limited liability company agreement.
2. 2. The Sponsor was the holder of such securities prior to their distribution. Kingstown Capital Management, L.P. ( KCM ) is the manager of the Sponsor and shared voting and investment discretion with respect to the securities held by the Sponsor. Kingstown Management GP LLC ( KMGP ) is the general partner of KCM and shared voting and investment discretion with respect to the securities held by the Sponsor. Guy Shanon is a Managing Member of KMGP and shared voting and investment discretion with respect to the securities formerly held by the Sponsor.
3. 3. Under Rule 16a-9 promulgated under the Exchange Act, as a pro rata distribution, and/or under Rule 16a-13 promulgated under the Exchange Act, as a change in form of beneficial ownership, the reported distribution by the Sponsor to its members and the receipt of securities by Mr. Shanon from the Sponsor, were exempt from Section 16 of the Exchange Act.
4. 4. Under Rule 16a-9 promulgated under the Exchange Act, as a pro rata distribution, and/or under Rule 16a-13 promulgated under the Exchange Act, as a change in form of beneficial ownership, the reported distribution by the Sponsor to its members and the receipt of securities by the fund that holds the reported securities from the Sponsor, were exempt from Section 16 of the Exchange Act.
5. 5. KCM is the investment manager of the fund that holds the reported securities and shares voting and investment discretion with respect to the reported securities. KMGP is the general partner of KCM and shares voting and investment discretion with respect to the reported securities. Kingstown Capital Partners LLC ( KCP ) is the general partner of the fund that holds the reported securities and shares voting and investment discretion with respect to the reported securities. Mr. Shanon is a Managing Member of KMGP and KCP and shares voting and investment discretion with respect to the reported securities.
6. 6. To the extent required, the other persons and entities described herein are filing separate Form 4s in connection with the transactions described herein. Each of KMGP, KCM, KCP and Mr. Shanon disclaim any beneficial ownership of the reported securities other than to the extent of any pecuniary interest it or he, as applicable, may have therein, directly or indirectly.
7. 7. Represents 2,538,125 warrants received from the Sponsor in a pro rata distribution for no consideration in accordance with the terms of the Sponsor's limited liability company agreement.
8. 8. The reported holdings (which are reported herein on a voluntary basis) are excluded from the Reporting Person's beneficial ownership as calculated in accordance with Rule 13d-3 under the Exchange Act due to the effect of a warrant exercise blocker provision, but included in the Reporting Person's beneficial ownership as calculated in accordance with Rule 16a-1(a)(2) under the Exchange Act. Pursuant to the terms of the warrant agreement, Mr. Shanon has opted for a 9.8% beneficial ownership blocker, pursuant to which he may not exercise his warrants for shares of Class A common stock to the extent that, upon giving effect to such exercise, he (together with his affiliates and any persons acting as a group together with him or his affiliates) would beneficially own greater than 9.8% of the Issuer's Class A common stock as calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended.
9. 9. Represents (i) 1,450,000 warrants received upon separation of units purchased for $10.00 per unit in the Issuer's initial public offering and (ii) 1,768,750 warrants received from the Sponsor in a pro rata distribution for no consideration in accordance with the terms of the Sponsor's limited liability company agreement.
10. 10. The reported holdings (which are reported herein on a voluntary basis) are excluded from the Reporting Person's beneficial ownership as calculated in accordance with Rule 13d-3 under the Exchange Act due to the effect of a warrant exercise blocker provision, but included in the Reporting Person's beneficial ownership as calculated in accordance with Rule 16a-1(a)(2) under the Exchange Act. Pursuant to the terms of the warrant agreement, the fund that holds the reported securities has opted for a 4.9% beneficial ownership blocker, pursuant to which it may not exercise its warrants for shares of Class A common stock to the extent that, upon giving effect to such exercise, the fund (together with its affiliates and any persons acting as a group together with the fund or its affiliates) would beneficially own greater than 4.9% of the Issuer's Class A common stock as calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended.

Transaction codes in this filing

Other acquisition or disposition:

Code J marks a transaction that fits no other code. The footnotes describe what happened.

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