Sec Form 3 Filing - WAN MARK A @ Athlon Acquisition Corp. - 2021-01-11

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 WAN MARK A 2. Issuer Name and Ticker or Trading Symbol Athlon Acquisition Corp. [ SWETU] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Executive Chairman (Last) (First) (Middle) C/O CAUSEWAY MEDIA PARTNERS, 44 BRATTLE ST. 3. Date of Earliest Transaction (MM/DD/YY) 01/11/2021 (Street) CAMBRIDGE, MA02138 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 common stock ( 1 ) ( 1 ) ( 1 ) Class A common stock 6,330,000 ( 2 ) I By AAC HoldCo, LLC ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other WAN MARK A C/O CAUSEWAY MEDIA PARTNERS 44 BRATTLE ST. CAMBRIDGE, MA02138 X X Executive Chairman Signatures /s/ Christopher Warren, attorney-in-fact 01/12/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Issuer's initial business combination or earlier at the option of the holder as described under the heading "Description of Securities--Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-251605), on a one-for-one basis, subject to adjustment for stock splits, stock capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date. ( 2 )The shares of Class B common stock owned by the reporting persons include up to 825,652 shares that are subject to forfeiture in the event the underwriters of the offering do not exercise in full their over-allotment option as described in the Registration Statement. ( 3 )AAC HoldCo, LLC is the record holder of the shares reported herein. The sole member of AAC HoldCo, LLC is Causeway Media Partner II, L.P. ("Causeway"). Mark Wan is a managing member of the general partner of Causeway, and holds voting and dispositive power over the shares held by AAC HoldCo, LLC. Mr. Wan disclaims beneficial ownership of these shares except to the extent of its or his respective pecuniary interest therein.

Remarks: Exhibit 24 - Power of Attorney

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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