Insider filing report for Changes in Beneficial Ownership
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The following is an SEC EDGAR document rendered as filed.
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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 *
General Catalyst Group Management, 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)
05/27/2021
(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 ) 05/27/2021 J 7,000,715 ( 1 ) ( 1 ) Class A Ordinary Shares 7,000,715 ( 2 ) ( 3 ) 0 I See footnote ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
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
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 05/28/2021
** 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 05/28/2021
** Signature of Reporting Person Date
General Catalyst Group Management Holdings GP, LLC, By: /s/ Christopher McCain, Chief Legal Officer 05/28/2021
** 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 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 by CAT Sponsor LLC (the "Sponsor"). General Catalyst Group Management, LLC ("GCGM") previously had 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. On May 27, 2021, effective as of February 9, 2021, GCGM transferred 100% of its interest in Sponsor to General Catalyst Group Alignment Fund I, L.P. ("Alignment Fund") for an aggregate purchase price of $22,5000. As a result of such transfer, GCGM no longer has voting and/or dispositive control over the securities held by the Sponsor, and none of GCGM, GCGMH LLC or GCGMH has a pecuniary interest in the securities held by the Sponsor.

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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