SEC Form SC 13G/A filed by Paycor HCM Inc. (Amendment)

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

  Names of Reporting Persons

  Pride Aggregator, LP

  Check The Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  Delaware

Number of

Shares

 Beneficially 

Owned By

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

  112,179,392

  Sole Dispositive Power

  0

  Shared Dispositive Power

  112,179,392

  Aggregate Amount Beneficially Owned by Each Reporting Person

  112,179,392

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (9)

  63.79%⁽¹⁾

  Type of Reporting Person (See Instructions)

  PN

Calculated based on 175,855,994 shares of Common Stock outstanding as of October 31, 2022 as reported on the Issuer’s Form 10-Q, filed on November 4, 2022.

  Names of Reporting Persons

  Apax IX GP Co. Limited

  Check The Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  Guernsey

Number of

Shares

 Beneficially 

Owned By

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

  112,179,392

  Sole Dispositive Power

  0

  Shared Dispositive Power

  112,179,392

  Aggregate Amount Beneficially Owned by Each Reporting Person

  112,179,392

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (9)

  63.79%⁽¹⁾

  Type of Reporting Person (See Instructions)

  OO

Calculated based on 175,855,994 shares of Common Stock outstanding as of October 31, 2022 as reported on the Issuer’s Form 10-Q, filed on November 4, 2022.

4811 Montgomery Road

Cincinnati, OH 45212

This statement is filed by the entities and persons listed below, each of whom is referred to herein as a “Reporting Person” and together as the “Reporting Persons”:

1. Pride Aggregator, LP (“Pride Aggregator”)

2. Apax IX GP Co. Limited (“Apax IX GP”)

The Reporting Persons have entered into a Joint Filing Agreement, dated February 11, 2022, a copy of which is attached as Exhibit A to this Statement, pursuant to which the Reporting Persons agreed to file this Schedule 13G and any amendments thereto jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.

For Pride Aggregator:

C/O Apax Partners US, LLC

600 Lexington Avenue, 53rd Floor

New York City, NY, 10022

For Apax IX GP:

Third Floor Royal Bank Palace

1 Glategny Esplanade

St Peter Port, Guernsey, GY1 2HJ

Ownership.

(a)   Amount beneficially owned:

See response to Item 9 on each cover page.

(b)  Percent of Class:

See response to Item 11 on each cover page.

(c)   Number of shares as to which the Reporting Person has:

(i) Sole power to vote or to direct the vote:

See responses to Item 5 on each cover page.

(ii)  Shared power to vote or to direct the vote:

See responses to Item 6 on each cover page.

(iii)  Sole power to dispose or to direct the disposition of:

See responses to Item 7 on each cover page.

(iv) Shared power to dispose or to direct the disposition of:

See responses to Item 8 on each cover page.

Pride Aggregator holds the securities reported herein directly. Apax IX GP, through majority vote of its sub-investment committee, shares voting and dispositive power over the reported securities held directly by Pride Aggregator and, accordingly, may be deemed the beneficial owner of the reported securities. This Statement shall not be construed as an admission that any individual member of the sub-investment committee of Apax IX GP is, for the purpose of Section 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by this Statement.