SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
CAT Sponsor LLC

(Last) (First) (Middle)
C/O CATALYST PARTNERS ACQUISITION CORP.
20 UNIVERSITY ROAD, FOURTH FLOOR

(Street)
CAMBRIDGE MA 02138

(City) (State) (Zip)
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)
3. Date of Earliest Transaction (Month/Day/Year)
06/03/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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) 06/03/2021 J(2) 37,695 (1) (1) Class A Ordinary Shares 37,695 $0.00 6,963,020 D(3)(4)
1. Name and Address of Reporting Person*
CAT Sponsor LLC

(Last) (First) (Middle)
C/O CATALYST PARTNERS ACQUISITION CORP.
20 UNIVERSITY ROAD, FOURTH FLOOR

(Street)
CAMBRIDGE MA 02138

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
GENERAL CATALYST GROUP ALIGNMENT FUND I, L.P.

(Last) (First) (Middle)
20 UNIVERSITY ROAD, 4TH
FLOOR

(Street)
CAMBRIDGE MA 02138

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
General Catalyst Partners Alignment Fund I GP, L.P.

(Last) (First) (Middle)
20 UNIVERSITY ROAD, 4TH
FLOOR

(Street)
CAMBRIDGE MA 02138

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
General Catalyst Alignment Fund I UGP, L.L.C.

(Last) (First) (Middle)
20 UNIVERSITY ROAD, 4TH
FLOOR

(Street)
CAMBRIDGE MA 02138

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Cutler Joel E

(Last) (First) (Middle)
20 UNIVERSITY ROAD, 4TH
FLOOR

(Street)
CAMBRIDGE MA 02138

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Fialkow David P

(Last) (First) (Middle)
20 UNIVERSITY ROAD, 4TH
FLOOR

(Street)
CAMBRIDGE MA 02138

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. As described in the issuer's registration statement on Form S-1 (File No. 333-254131) 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. This Form 4 reflects the automatic surrender to Catalyst Partners Acquisition Corp. (the "issuer") of 37,695 shares of the issuer's Class A ordinary shares, par value $0.0001 per share, for no consideration by the reporting person pursuant to contractual arrangements with the issuer, triggered by the expiration of the option of the underwriters of the issuer's initial public offering to purchase additional units.
3. This Form 4 is being filed by CAT Sponsor LLC (the "Sponsor"). The Class B ordinary shares are held in the name of the Sponsor. General Catalyst Group Alignment Fund I, L.P. ("Alignment Fund LP") has sole voting and/or dispositive control over the securities held by the Sponsor. The Alignment Fund LP is controlled by its general partner, General Catalyst Partners Alignment Fund I GP, L.P. ("Alignment Fund GP"), which is, in turn, controlled by its general partner, General Catalyst Alignment Fund I UGP, L.L.C. ("Alignment Fund UGP"). Each of Joel Cutler and David Fialkow is a member of Alignment Fund UGP, and shares voting and investment power over the securities held by Alignment Fund LP, Alignment Fund GP and Alignment Fund UGP.
4. Accordingly, each of Alignment Fund LP, Alignment Fund UGP, Alignment Fund GP, Joel Cutler and David Fialkow 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 Alignment Fund LP, Alignment Fund UGP, Alignment Fund GP, Joel Cutler and David Fialkow disclaims beneficial ownership of any securities held by the Sponsor except to the extent of such reporting person'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
CAT Sponsor LLC, By: /s/ Christopher McCain, Chief Legal Officer 06/07/2021
General Catalyst Group Alignment Fund I, L.P., By: General Catalyst Partners Alignment Fund I GP, L.P., its general partner, By: General Catalyst Alignment Fund I UGP, L.L.C., its general partner, By: /s/ Christopher McCain, Chief Legal Officer 06/07/2021
General Catalyst Partners Alignment Fund I GP, L.P., By: General Catalyst Alignment Fund I UGP, L.L.C., its general partner, By: /s/ Christopher McCain, Chief Legal Officer 06/07/2021
General Catalyst Alignment Fund I UGP, L.L.C., By: /s/ Christopher McCain, Chief Legal Officer 06/07/2021
/s/ Christopher McCain, attorney-in-fact for Joel Cutler 06/07/2021
/s/ Christopher McCain, attorney-in-fact for David Fialkow 06/07/2021
** Signature of Reporting Person Date
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.