Sec Form 3 Filing - CAT Sponsor LLC @ Catalyst Partners Acquisition Corp. - 2021-05-17

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
CAT Sponsor LLC
2. Issuer Name and Ticker or Trading Symbol
Catalyst Partners Acquisition Corp. [ CPAR]
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)
20 UNIVERSITY ROAD, 4TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
05/17/2021
(Street)
CAMBRIDGE, MA02138
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 7,000,715 ( 2 ) D ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
CAT Sponsor LLC
20 UNIVERSITY ROAD, 4TH FLOOR
CAMBRIDGE, MA02138
X
General Catalyst Group Management, LLC
20 UNIVERSITY ROAD, 4TH FLOOR
CAMBRIDGE, MA02138
X
General Catalyst Group Management Holdings, L.P.
20 UNIVERSITY ROAD, 4TH FLOOR
CAMBRIDGE, MA02138
X
General Catalyst Group Management Holdings GP, LLC
20 UNIVERSITY ROAD, 4TH FLOOR
CAMBRIDGE, MA02138
X
Signatures
CAT Sponsor LLC, By: /s/ Christopher McCain, Chief Legal Officer 05/17/2021
Signature of Reporting Person Date
General Catalyst Group Management, LLC, By: General Catalyst Group Management Holdings, L.P., its manager, By: General Catalyst Group Management Holdings GP, LLC, its general partner, By: /s/ Christopher McCain, Chief Legal Officer 05/17/2021
Signature of Reporting Person Date
General Catalyst Group Management Holdings, L.P., By: General Catalyst Group Management Holdings GP, LLC, its general partner, By: /s/ Christopher McCain, Chief Legal Officer 05/17/2021
Signature of Reporting Person Date
General Catalyst Group Management Holdings GP, LLC, By: /s/ Christopher McCain, Chief Legal Officer 05/17/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )As described in the issuer's registration statement on Form S-1 (333-254131), as amended, under the heading "Description of Securities - Founder Shares", the Class B ordinary shares, par value $0.0001, will convert into Class A ordinary shares, par value $0.0001, pursuant to the performance of publicly traded Class A ordinary shares of the issuer and the achievement of a specified strategic transaction after the consummation of the issuer's initial business combination.
( 2 )The Class B ordinary shares beneficially owned by the reporting persons include up to 1,125,000 shares that are subject to forfeiture to the extent the underwriters of the initial public offering of the issuer's securities do not exercise in full their over-allotment option as described in the issuer's registration statement.
( 3 )The Class B ordinary shares are held in the name of CAT Sponsor LLC (the "Sponsor"). General Catalyst Group Management, LLC ("GCGM") has sole voting and/or dispositive control over the securities held by the Sponsor. General Catalyst Group Management Holdings GP, LLC ("GCGMH LLC") is the general partner of General Catalyst Group Management Holdings, L.P. ("GCGMH"), which is the manager of GCGM. Accordingly, each of GCGM, GCGMH LLC and GCGMH may be deemed to share dispositive power over the securities held by the Sponsor, and thus, may be deemed to be the beneficial owners of these securities. Each of GCGM, GCGMH LLC and GCGMH disclaims beneficial ownership of any securities held by the Sponsor except to the extent of such entity's pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.