Form 3 Catalyst Partners Acquis For: May 17 Filed by: General Catalyst Group Management, LLC

May 17, 2021 9:25 PM EDT

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FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
CAT Sponsor LLC

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

(Street)
CAMBRIDGE MA 02138

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
05/17/2021
3. Issuer Name and Ticker or Trading Symbol
Catalyst Partners Acquisition Corp. [ CPAR ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Ordinary Shares   (1)   (1) Class A Ordinary Shares 7,000,715 (2) (1) D (3)  
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.
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
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.


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