Sec Form 4 Filing - AxonPrime Infrastructure Sponsor LLC @ AxonPrime Infrastructure Acquisition Corp - 2021-08-17

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 AxonPrime Infrastructure Sponsor LLC 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) (Last) (First) (Middle) 126 E 56TH ST, 30TH FLOOR, 3. Date of Earliest Transaction (MM/DD/YY) 08/17/2021 (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 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 (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 ( 2 ) 08/17/2021 S( 3 ) 650,000 ( 2 ) ( 2 ) Class A Common Stock 650,000 $ 0.003 3,587,500 ( 4 ) D ( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other AxonPrime Infrastructure Sponsor LLC 126 E 56TH ST, 30TH FLOOR NEW YORK, NY10022 X Prime Infrastructure Sponsor LLC C/O AXONPRIME INFRASTRUCTURE ACQUISITION 126 E 56TH ST, 30TH FLOOR NEW YORK, NY10022 X Axon Infrastructure Sponsor LLC C/O AXONPRIME INFRASTRUCTURE ACQUISITION 126 EAST 56TH ST, 30TH FLOOR NEW YORK, NY10022 X AxonPrime Infrastructure Sponsor JV LLC C/O AXONPRIME INFRASTRUCTURE ACQUISITION 126 E 56TH ST, 30TH FLOOR NEW YORK, NY10022 X Sloss Dakin C/O AXONPRIME INFRASTRUCTURE ACQUISITION 126 E 56TH ST, 30TH FLOOR NEW YORK, NY10022 X Singh Dinakar C/O AXONPRIME INFRASTRUCTURE ACQUISITION 126 E 56TH ST, 30TH FLOOR NEW YORK, NY10022 X Chief Executive Officer Signatures AxonPrime Infrastructure Sponsor LLC, By: /s/ Jon Layman, Authorized Person 08/19/2021 Signature of Reporting Person Date Prime Infrastructure Sponsor LLC, By: /s/ Jon Layman, Authorized Person 08/19/2021 Signature of Reporting Person Date Axon Infrastructure Sponsor LLC, By: /s/ Dinakar Singh, Authorized Person 08/19/2021 Signature of Reporting Person Date AxonPrime Infrastructure Sponsor JV LLC, By: /s/ Jon Layman, Authorized Person 08/19/2021 Signature of Reporting Person Date Dakin Sloss, By: /s/ Jon Layman, Attorney-in-Fact 08/19/2021 Signature of Reporting Person Date /s/ Dinakar Singh 08/19/2021 Signature of Reporting Person Date

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.

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