Sec Form 4 Filing - KINGSTOWN CAPITAL MANAGEMENT L.P. @ Inflection Point Acquisition Corp. - 2021-09-24

Insider filing report for Changes in Beneficial Ownership
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FORM 4
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
KINGSTOWN CAPITAL MANAGEMENT L.P.
2. Issuer Name and Ticker or Trading Symbol
Inflection Point Acquisition Corp. [ IPAX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
See Remarks
(Last) (First) (Middle)
C/O INFLECTION POINT ACQUISITION CORP., 34 EAST 51ST STREET, 5TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
09/24/2021
(Street)
NEW YORK, NY10022
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
Class A Ordinary Shares 09/24/2021 A( 1 ) 2,900,000 A $ 10 2,900,000 I By Kingstown 1740 Fund L.P. ( 2 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
KINGSTOWN CAPITAL MANAGEMENT L.P.
C/O INFLECTION POINT ACQUISITION CORP.
34 EAST 51ST STREET, 5TH FLOOR
NEW YORK, NY10022
X X See Remarks
KINGSTOWN MANAGEMENT GP LLC
C/O INFLECTION POINT ACQUISITION CORP.
34 EAST 51ST STREET, 5TH FLOOR
NEW YORK, NY10022
X X See Remarks
BLITZER MICHAEL
C/O INFLECTION POINT ACQUISITION CORP.
34 EAST 51ST STREET, 5TH FLOOR
NEW YORK, NY10022
X X Co-Chief Executive Officer
SHANON GUY
C/O INFLECTION POINT ACQUISITION CORP.
34 EAST 51ST STREET, 5TH FLOOR
NEW YORK, NY10022
X X Co-Chief Executive Officer
Signatures
/s/ Russell Deutsch, Attorney-in-Fact for Kingstown Capital Management L.P. 09/28/2021
Signature of Reporting Person Date
/s/ Russell Deutsch, Attorney-in-Fact for Kingstown Management GP LLC 09/28/2021
Signature of Reporting Person Date
/s/ Russell Deutsch, Attorney-in-Fact for Michael Blitzer 09/28/2021
Signature of Reporting Person Date
/s/ Russell Deutsch, Attorney-in-Fact for Guy Shanon 09/28/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The reported Class A ordinary shares represent 2,900,000 Class A ordinary shares underlying 2,900,000 of the Issuer's units, each unit consists of one Class A ordinary share and one-half of one redeemable warrant to purchase one Class A ordinary share for $11.50, as described under the heading "Description of Securities " in the Issuer's registration statement on Form S-1 (File No. 333-253963), purchased by Kingstown 1740 Fund L.P. ("Kingstown 1740") on September 24, 2021 for $10.00 per unit in the Issuer's initial public offering.
( 2 )Kingstown 1740 is the record holder of the securities reported herein. Kingstown Capital Management L.P. ("KCM") is the investment manager of Kingstown 1740 and shares voting and investment discretion with respect to the ordinary shares held of record by Kingstown 1740. Kingstown Management GP LLC ("KMGP") is the general partner of KCM and shares voting and investment discretion with respect to the ordinary shares held of record by Kingstown 1740. Michael Blitzer and Guy Shanon are the Managing Members of KMGP and share voting and investment discretion with respect to the ordinary shares held of record by Kingstown 1740. Each of KCM, KMGP Michael Blitzer and Guy Shanon disclaims any beneficial ownership of the securities held by Kingstown 1740 other than to the extent of any pecuniary interest it or he, as applicable, may have therein, directly or indirectly.

Remarks:
Kingstown 1740, KCM and KMGP may be deemed directors by deputization by virtue of their representation on the board of directors of the Issuer. Michael Blitzer and Guy Shanon are each members of the board of directors of the Issuer. See Exhibit 99.1 - Joint Filer Information, which is incorporated herein by reference and describes in further detail the relationships of the Reporting Persons to the Issuer.

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