Sec Form 4 Filing - Inflection Point Holdings III LLC @ Inflection Point Acquisition Corp. III - 2025-04-28

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
Inflection Point Holdings III LLC
2. Issuer Name and Ticker or Trading Symbol
Inflection Point Acquisition Corp. III [ IPCX]
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 ACQ CORP. III, 167 MADISON AVENUE, SUITE 205 #1017
3. Date of Earliest Transaction (MM/DD/YY)
04/28/2025
(Street)
NEW YORK, NY10016
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, par value $0.0001 per share 04/28/2025 A 500,000 A 500,000 D ( 3 )
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
Rights to receive Class A ordinary shares ( 4 ) 04/28/2025 A 500,000 ( 4 ) ( 4 ) Class A Ordinary Shares, par value $0.0001 per share 50,000 ( 2 ) 500,000 ( 4 ) D ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Inflection Point Holdings III LLC
C/O INFLECTION POINT ACQ CORP. III
167 MADISON AVENUE, SUITE 205 #1017
NEW YORK, NY10016
X X See Remarks
Inflection Point Asset Management LLC
C/O INFLECTION POINT ACQ CORP. III
167 MADISON AVENUE, SUITE 205 #1017
NEW YORK, NY10016
X X See Remarks
BLITZER MICHAEL
C/O INFLECTION POINT ACQ CORP. III
167 MADISON AVENUE, SUITE 205 #1017
NEW YORK, NY10016
X X See Remarks
Signatures
/s/ Michael Blitzer for Inflection Point Holdings III LLC, Name: Michael Blitzer Title: Chief Investment Officer of Manager 04/30/2025
Signature of Reporting Person Date
/s/ Michael Blitzer for Inflection Point Asset Management LLC, Name: Michael Blitzer Title: Chief Investment Officer 04/30/2025
Signature of Reporting Person Date
/s/ Michael Blitzer 04/30/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Consists of 500,000 Class A ordinary shares, par value $0.0001 per share of the Issuer that are included in the 500,000 private placement units of the Issuer purchased by Inflection Point Holdings III LLC in connection with the closing of the Issuer's initial public offering.
( 2 )Each private placement unit was purchased for $10.00 per unit and consists of one Class A ordinary share and one right to receive one-tenth (1/10) of one Class A ordinary share upon consummation of the Issuer's initial business combination.
( 3 )Inflection Point Holdings III LLC is the record holder of the securities reported herein. Inflection Point Asset Management LLC is the manager of Inflection Point Holdings III LLC and shares voting and investment discretion with respect to the securities held of record by Inflection Point Holdings III LLC. Michael Blitzer controls Inflection Point Asset Management LLC and shares voting and investment discretion with respect to the securities held of record by Inflection Point Holdings III LLC. Inflection Point Asset Management LLC and Michael Blitzer disclaim any beneficial ownership of the securities held by Inflection Point Holdings III LLC other than to the extent of any pecuniary interest it or he may have therein, directly or indirectly.
( 4 )Consists of 500,000 rights to receive one-tenth (1/10) of one Class A ordinary share upon consummation of the Issuer's initial business combination that are included in 500,000 private placement units of the Issuer purchased by Inflection Point Holdings III LLC in connection with the closing of the Issuer's initial public offering. As described in the in the Issuer's Registration Statement on Form S-1 (File No. 333-283427) (as amended) under the heading "Description of Securities--Share Rights," each right will automatically convert into one-tenth (1/10) of one Class A ordinary share upon consummation of the Issuer's initial business combination, subject to certain adjustments described therein and have no expiration date. No fractional Class A ordinary shares will be issued upon conversion of such rights.

Remarks:
Inflection Point Holdings III LLC and Inflection Point Asset Management LLC may be deemed directors by deputization by virtue of their representation on the board of directors of the Issuer. Michael Blitzer is a member of the board of directors of the Issuer.

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