Alyeska Fund 3 GP Form 4 CC Neuberger Principal Holdings I / ANAND PAREKH ownership change

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

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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^*

Alyeska Investment Group, L.P.

(Last)

(First)

(Middle)

77 WEST WACKER DRIVE, 7TH FLOOR

(Street)

CHICAGO

60601

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CC Neuberger Principal Holdings I [ PCPL ]

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)
12/10/2020

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Ordinary Shares⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	12/10/2020		S		33,960	D	$10.26	4,245,041	D
Class A Ordinary Shares⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	12/10/2020		S		33,960	D	$10.26	0	D
Class A Ordinary Shares⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	12/10/2020		S		33,960	D	$10.26	0	I	Footnotes⁽²⁾⁽³⁾
Class A Ordinary Shares⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	12/10/2020		S		33,960	D	$10.26	4,245,041	I	Footnotes⁽²⁾⁽³⁾
Class A Ordinary Shares⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	12/10/2020		S		33,960	D	$10.26	4,245,041	I	Footnotes⁽²⁾⁽³⁾
Class A Ordinary Shares⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	12/10/2020		S		33,960	D	$10.26	4,245,041	I	Footnotes⁽²⁾⁽³⁾
Class A Ordinary Shares⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	12/10/2020		P		10,500	A	$10.26	4,255,541	D
Class A Ordinary Shares⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	12/10/2020		P		10,500	A	$10.26	4,255,541	D
Class A Ordinary Shares⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	12/10/2020		P		10,500	A	$10.26	4,255,541	I	Footnotes⁽²⁾⁽³⁾
Class A Ordinary Shares⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	12/10/2020		P		10,500	A	$10.26	4,255,541	I	Footnotes⁽²⁾⁽³⁾
Class A Ordinary Shares⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	12/10/2020		P		10,500	A	$10.26	4,255,541	I	Footnotes⁽²⁾⁽³⁾
Class A Ordinary Shares⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	12/10/2020		P		10,500	A	$10.26	4,255,541	I	Footnotes⁽²⁾⁽³⁾
Class A Ordinary Shares⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	12/10/2020		P		199,181	A	$10.28	4,454,722	D
Class A Ordinary Shares⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	12/10/2020		P		199,181	A	$10.28	4,454,722	D
Class A Ordinary Shares⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	12/10/2020		P		199,181	A	$10.28	4,454,722	I	Footnotes⁽²⁾⁽³⁾
Class A Ordinary Shares⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	12/10/2020		P		199,181	A	$10.28	4,454,722	I	Footnotes⁽²⁾⁽³⁾
Class A Ordinary Shares⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	12/10/2020		P		199,181	A	$10.28	4,454,722	I	Footnotes⁽²⁾⁽³⁾
Class A Ordinary Shares⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	12/10/2020		P		199,181	A	$10.28	4,454,722	I	Footnotes⁽²⁾⁽³⁾
Class A Ordinary Shares⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	12/10/2020		P		32,727	A	$10.29	4,487,449	D
Class A Ordinary Shares⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	12/10/2020		P		32,727	A	$10.29	4,487,449	D
Class A Ordinary Shares⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	12/10/2020		P		32,727	A	$10.29	4,487,449	I	Footnotes⁽²⁾⁽³⁾
Class A Ordinary Shares⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	12/10/2020		P		32,727	A	$10.29	4,487,449	I	Footnotes⁽²⁾⁽³⁾
Class A Ordinary Shares⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	12/10/2020		P		32,727	A	$10.29	4,487,449	I	Footnotes⁽²⁾⁽³⁾
Class A Ordinary Shares⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	12/10/2020		P		32,727	A	$10.29	4,487,449	I	Footnotes⁽²⁾⁽³⁾
Class A Ordinary Shares⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	12/10/2020		P		59,900	A	$10.3	4,547,349	D
Class A Ordinary Shares⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	12/10/2020		P		59,900	A	$10.3	4,547,349	D
Class A Ordinary Shares⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	12/10/2020		P		59,900	A	$10.3	4,547,349	I	Footnotes⁽²⁾⁽³⁾
Class A Ordinary Shares⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	12/10/2020		P		59,900	A	$10.3	4,547,349	I	Footnotes⁽²⁾⁽³⁾
Class A Ordinary Shares⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	12/10/2020		P		59,900	A	$10.3	4,547,349	I	Footnotes⁽²⁾⁽³⁾
Class A Ordinary Shares⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	12/10/2020		P		59,900	A	$10.3	4,547,349	I	Footnotes⁽²⁾⁽³⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

Alyeska Investment Group, L.P.

(Last)

(First)

(Middle)

77 WEST WACKER DRIVE, 7TH FLOOR

(Street)

CHICAGO

60601

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Alyeska Master Fund, L.P.

(Last)

(First)

(Middle)

77 WEST WACKER DRIVE, 7TH FLOOR

(Street)

CHICAGO

60601

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Alyeska Master Fund 3, L.P.

(Last)

(First)

(Middle)

77 WEST WACKER DRIVE, 7TH FLOOR

(Street)

CHICAGO

60601

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ALYESKA FUND GP, LLC

(Last)

(First)

(Middle)

77 WEST WACKER DRIVE, 7TH FLOOR

(Street)

CHICAGO

60601

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ALYESKA FUND 3 GP, LLC

(Last)

(First)

(Middle)

77 WEST WACKER DRIVE, 7TH FLOOR

(Street)

CHICAGO

60601

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ALYESKA INVESTMENT GROUP, LLC

(Last)

(First)

(Middle)

77 WEST WACKER DRIVE, 7TH FLOOR

(Street)

CHICAGO

60601

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ALYESKA INVESTMENTS, LLC

(Last)

(First)

(Middle)

77 WEST WACKER DRIVE, 7TH FLOOR

(Street)

CHICAGO

60601

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

PAREKH ANAND

(Last)

(First)

(Middle)

77 WEST WACKER DRIVE, 7TH FLOOR

(Street)

CHICAGO

60601

(City)

(State)

(Zip)

Explanation of Responses:

1. Alyeska Investment Group, L.P. (the "Investment Manager") is the investment manager of each of Alyeska Master Fund, L.P. ("Fund 1") and Alyeska Master Fund 3, L.P. ("Fund 3" and, together with Fund 1, the "Funds"). In that capacity, the Investment Manager directs the voting and disposition of securities held by the Funds. Fund 1 is the direct owner of 4,547,349 shares of Class A Ordinary Shares, par value $0.0001 per share ("Shares"), of CC Neuberger Principal Holdings I. Fund 3 is the direct owner of 0 Shares. The Investment Manager receives an asset-based fee relating to the Shares directly held by the Funds, and does not hold a pecuniary interest in such Shares.

2. (i) Alyeska Fund GP, LLC is the general partner of Fund 1 and has an indirect profits interest in the Shares directly held by Fund 1; (ii) Alyeska Fund 3 GP, LLC is the general partner of Fund 3 and has an indirect profits interest in the Shares directly held by Fund 3; (iii) Alyeska Investment Group, LLC is the sole owner of Alyeska Fund GP, LLC and Alyeska Fund 3 GP, LLC, and has an indirect profits interest in the Shares directly held by the Funds; (iv) Alyeska Investments, LLC (together with Alyeska Fund GP, LLC, Alyeska Fund 3 GP, LLC and Alyeska Investment Group, LLC, the "Upper Tier Entities") is the managing member of Alyeska Investment Group, LLC and has an indirect profits interest in the Shares directly held by the Funds; and (v) Anand Parekh is the managing member of Alyeska Investments, LLC and has an indirect profits interest in the Shares directly held by the Funds.

3. The filing of this Form 4 shall not be construed as an admission that Mr. Parekh or any Upper Tier Entity is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise the beneficial owner of any Shares. Pursuant to Rule 16a-1(a)(4) of the Exchange Act, each of Mr. Parekh and the Upper Tier Entities disclaims such beneficial ownership, except to the extent of his or its pecuniary interest.

4. On December 10, 2020, Fund 3 sold 33,960 Shares for $10.26 per Share, and Fund 1 purchased 10,500, 199,181, 32,727 and 59,900 Shares for $10.26, $10.28, $10.29 and $10.30 per Share, respectively.

5. The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16(a)-3(j) under the Exchange Act.

Remarks:

	Alyeska Investment Group, L.P., By: /s/ Jason Bragg, Chief Financial Officer	12/14/2020
	Alyeska Master Fund, L.P., By: Alyeska Fund GP, LLC, By: /s/ Jason Bragg, Chief Financial Officer	12/14/2020
	Alyeska Master Fund 3, L.P., By: Alyeska Fund 3 GP, LLC, By: /s/ Jason Bragg, Chief Financial Officer	12/14/2020
	Alyeska Fund GP LLC, By: /s/ Jason Bragg, Chief Financial Officer	12/14/2020
	Alyeska Fund 3 GP, LLC, By: /s/ Jason Bragg, Chief Financial Officer	12/14/2020
	Alyeska Investment Group, LLC, By: /s/ Jason Bragg, Chief Financial Officer	12/14/2020
	Alyeska Investments, LLC, By: /s/ Anand Parekh, Managing Member	12/14/2020
	/s/ Anand Parekh	12/14/2020
	** Signature of Reporting Person	Date
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Alyeska Fund 3 GP Form 4CC Neuberger Principal Holdings I / ANAND PAREKH ownership change