SEC Filing | PAYCOR HCM, INC.

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SEC FORM 4 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^*

PRIDE GP, INC.

(Last)

(First)

(Middle)

C/O APAX PARTNERS US, LLC

601 LEXINGTON AVENUE, 53RD FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PAYCOR HCM, INC. [ PYCR ]

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)
09/06/2022

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)
Common Stock	09/06/2022		S⁽¹⁾		5,000,000⁽¹⁾	D	$27.12	0⁽²⁾⁽³⁾	I	See Footnotes⁽²⁾⁽³⁾
Common Stock								120,458,197⁽⁴⁾	I	See 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^*

PRIDE GP, INC.

(Last)

(First)

(Middle)

C/O APAX PARTNERS US, LLC

601 LEXINGTON AVENUE, 53RD FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

APAX IX GP CO. Ltd

(Last)

(First)

(Middle)

THIRD FLOOR ROYAL BANK PLACE

1 GLATEGNY ESPLANADE

(Street)

ST PETER PORT

GY1 2HJ

(City)

(State)

(Zip)

Explanation of Responses:

1. Represents 3,531,941 and 1,468,059 shares of Common Stock of the Issuer that (i) were received by Pride Feeder, LP ("Pride Feeder") and AIX Pride Syndication, LP ("AIX Pride"), respectively, from Pride Aggregator, LP ("Pride Aggregator") in a pro rata distribution for no consideration that was exempt from Section 16 pursuant to Rule 16a-9 and (ii) were sold to the underwriters in connection with an underwritten block trade pursuant to the Issuer's Automatic Shelf Registration Statement on Form S-3ASR (File No. 333-267291)

2. Pride GP, Inc. ("Pride GP") is the general partner of Pride Aggregator and Pride Feeder. AIX Pride Syndication GP Co. Limited is the general partner of AIX Pride. Apax IX GP Co. Limited ("Apax IX GP") is the sole shareholder of Pride GP.

3. Apax IX GP is the investment manager of the relevant investment vehicles in the fund known as Apax IX and is controlled by a board of directors consisting of Simon Cresswell, Andrew Guille, Martin Halusa, Jeremy Latham, Paul Meader and David Staples. The registered address for Apax IX is Third Floor Royal Bank Place, 1 Glategny Esplanade, St Peter Port, Guernsey GY1 2HJ.

4. Represents shares of Common Stock of the Issuer that are held by Pride Aggregator after giving effect to the distribution separately reported by Pride Aggregator.

Remarks:

	/s/ Jason Wright, Director of Pride GP, Inc.	09/08/2022
	/s/ Jeremy Latham, Director of Apax IX GP Co. Limited	09/08/2022
	** 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).
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