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

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* Atalan Capital Partners, LP (Last) (First) (Middle) 2 GRAND CENTRAL TOWER 140 E 45TH STREET, 17TH FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 02/04/2021	3. Issuer Name and Ticker or Trading Symbol CC Neuberger Principal Holdings I [ PCPL ]
		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)
Class A ordinary shares, par value $0.0001 per share	4,149,725	I	See Footnotes(1)(2)
Class A ordinary shares, par value $0.0001 per share	4,149,725	D(1)(2)

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

1. Name and Address of Reporting Person* Atalan Capital Partners, LP (Last) (First) (Middle) 2 GRAND CENTRAL TOWER 140 E 45TH STREET, 17TH FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ATALAN MASTER FUND, LP (Last) (First) (Middle) C/O MOURANT GOVERNANCE SVCS (CAYMAN) LTD 94 SOLARIS AVENUE, PO BOX 1348 (Street) GRAND CAYMAN E9 KY1-1108 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Atalan Capital Partners (GP), LLC (Last) (First) (Middle) 2 GRAND CENTRAL TOWER 140 E 45TH STREET, 17TH FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The reported securities are directly owned by Atalan Master Fund, LP (the "Master Fund"), and may be deemed to be indirectly beneficially owned by: (i) Atalan Capital Partners, LP ("Atalan"), as the investment manager of the Master Fund; (ii) Atalan GP, LLC ("Atalan Fund GP"), the general partner of the Master Fund; (iii) Atalan Capital Partners (GP), LLC ("Atalan Capital GP"), the general partner of Atalan; and (iv) David R. Thomas as the managing member of Atalan Fund GP and Atalan Capital GP.

2. The Reporting Persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

Remarks:

These securities are also indirectly beneficially owned by Atalan GP, LLC and David R. Thomas and will also be reported on a subsequent Form 3 made by Atalan GP, LLC and David R. Thomas once CIK codes are received.

	ATALAN CAPITAL PARTNERS, LP By: Atalan Capital Partners (GP), LLC By: /s/ David R. Thomas, Managing Member	02/08/2021
	ATALAN MASTER FUND, LP By: Atalan GP, LLC By: /s/ David R. Thomas, Managing Member	02/08/2021
	ATALAN CAPITAL PARTNERS (GP), LLC By: /s/ David R. Thomas, Managing Member	02/08/2021
	** 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).
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.