Sec Form 3 Filing - Ajax I Holdings, LLC @ Ajax I - 2020-09-28

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 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 2. Issuer Name and Ticker or Trading Symbol Ajax I [ AJAX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O AJAX I, 667 MADISON AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 09/28/2020 (Street) NEW YORK, NY10065 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 ordinary shares ( 1 ) ( 1 ) ( 1 ) Class A ordinary shares 9,583,333 ( 1 ) D ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Ajax I Holdings, LLC C/O AJAX I 667 MADISON AVENUE NEW YORK, NY10065 X Och Daniel C/O AJAX I 667 MADISON AVENUE NEW YORK, NY10065 X OW667 Holdings I, LLC C/O AJAX I 667 MADISON AVENUE NEW YORK, NY10065 X OW667 Management, LLC C/O AJAX I 667 MADISON AVENUE NEW YORK, NY10065 X Signatures /s/ Daniel S. Och, Authorized Signatory 10/27/2020 Signature of Reporting Person Date /s/ Daniel S. Och 10/27/2020 Signature of Reporting Person Date /s/ Daniel S. Och, Authorized Signatory 10/27/2020 Signature of Reporting Person Date /s/ Daniel S. Och, Authorized Signatory 10/27/2020 Signature of Reporting Person Date

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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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