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* Pathfinder Acquisition LLC (Last) (First) (Middle) 1950 UNIVERSITY AVENUE, SUITE 350 (Street) PALO ALTO CA 94303 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 02/16/2021	3. Issuer Name and Ticker or Trading Symbol Pathfinder Acquisition Corp [ PFDR ]
		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 share	(1)	(1)	Class A ordinary share	8,550,000(2)	(1)	D(3)(4)

1. Name and Address of Reporting Person* Pathfinder Acquisition LLC (Last) (First) (Middle) 1950 UNIVERSITY AVENUE, SUITE 350 (Street) PALO ALTO CA 94303 (City) (State) (Zip)

1. Name and Address of Reporting Person* Industry Ventures Tech Buyout, LP (Last) (First) (Middle) 522 WASHINGTON ST. (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip)

1. Name and Address of Reporting Person* IV TECH BUYOUT GP, LLC (Last) (First) (Middle) 522 WASHINGTON ST. (Street) SAN FRANCISCO, CA 94111 (City) (State) (Zip)

1. Name and Address of Reporting Person* ARROWHEAD HOLDINGS, LLC / NEW (Last) (First) (Middle) 272 ROUND HILL ROAD (Street) GREENWICH, CT 06831 (City) (State) (Zip)

1. Name and Address of Reporting Person* HGGC PATHFINDER HOLDINGS I, LLC (Last) (First) (Middle) 1950 UNIVERSITY AVENUE, SUITE 350 (Street) PALO ALTO, CA 94303 (City) (State) (Zip)

Explanation of Responses:

1. As described in the issuer's registration statement on Form S-1 (File No. 333-252498), the Class B ordinary shares, par value $0.0001 per share, will automatically convert into Class A ordinary shares, par value $0.0001 per share, of the issuer at the time of the issuer's initial business combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.

2. The shares of 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 owned directly by Pathfinder Acquisition LLC, a Delaware limited liability company (the "Sponsor"). The board of managers of the Sponsor exercises voting and dispositive power over all securities held by the Sponsor. HGGC Pathfinder Holdings I, LLC ("HGGC Holdings") has the power to appoint three members to the board of managers of the Sponsor. Arrowhead Holdings, LLC ("Arrowhead") has the power to appoint a member to the board of managers of the Sponsor. Industry Ventures Tech Buyout, LP ("Tech Buyout") has the power to appoint two members to the board of managers of the Sponsor, IV Tech Buyout GP, LLC ("Tech Buyout GP") is the general partner of Tech Buyout and has the power to direct the affairs of Tech Buyout.

4. (continued from footnote 3) Accordingly, each of HGGC Holdings, Arrowhead, Tech Buyout and Tech Buyout GP 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 HGGC Holdings, Arrowhead, Tech Buyout and Tech Buyout GP 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.

	Pathfinder Acquisition LLC: /s/ Lance Taylor, Chief Financial Officer	02/23/2021
	Industry Ventures Tech Buyout, LP: /s/ Lindsay Sharma, Managing Director	02/23/2021
	IV Tech Buyout GP, LLC: /s/ Lindsay Sharma, Managing Director	02/23/2021
	Arrowhead Holdings, LLC: /s/ David Chung, Sole Manager	02/23/2021
	HGGC Pathfinder Holdings I, LLC: /s/ Richard Lawson, Manager	02/23/2021
	** 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 5 (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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