Cutler Joel E Form 3 Catalyst Partners Acquisition / Joel E Cutler ownership change

SEC Form 3

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^*

GENERAL CATALYST GROUP ALIGNMENT FUND I, L.P.

(Last) (First) (Middle)

20 UNIVERSITY ROAD, SUITE 450

(Street)

CAMBRIDGE MA 02138

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/27/2021

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)	I(3)(4)	See footnote(3)(4)

1. Name and Address of Reporting Person^*

GENERAL CATALYST GROUP ALIGNMENT FUND I, L.P.

(Last) (First) (Middle)

20 UNIVERSITY ROAD, SUITE 450

(Street)

CAMBRIDGE MA 02138

(City) (State) (Zip)

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)

1. Name and Address of Reporting Person^*

General Catalyst Alignment Fund I UGP, L.L.C.

(Last) (First) (Middle)

20 UNIVERSITY ROAD, FOURTH FLOOR

(Street)

CAMBRIDGE MA 02138

(City) (State) (Zip)

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)

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)

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"). Following the transfer of 100% of General Catalyst Group Management, LLC's interest in 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").

4. 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. 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.

	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
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