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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Foley Trasimene Acquisition II [ BFT ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 03/30/2021 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Class A Common Stock, par value $0.0001 per share | 03/30/2021 | D(1) | 25,000(1) | D | (1) | 0 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Class B Common Stock, par value $0.0001 per share | (2) | 03/30/2021 | D(3) | 5,445 | (2) | (2) | Class A Common Stock | 5,445(3) | (3) | 19,555 | D | ||||
Class B Common Stock, par value $0.0001 per share | (2) | 03/30/2021 | D(4) | 19,555 | (2) | (2) | Class A Common Stock | 19,555(4) | (4) | 0 | D | ||||
Warrants | $11.5 | 03/30/2021 | D(5) | 8,333 | (5) | 03/30/2026 | Class A Common Stock | 8,333(5) | (5) | 0 | D |
Explanation of Responses: |
1. In connection with the merger (the "Merger") of Paysafe Merger Sub Inc. ("Merger Sub") with and into Foley Trasimene Acquisition Corp. II (the "Issuer") pursuant to that certain Agreement and Plan of Merger, dated as of December 7, 2020, between, Paysafe Limited ("Paysafe Limited"), the Issuer, Merger Sub and the other parties thereto (the "Merger Agreement"), 25,000 shares of Class A Common Stock of the Issuer, par value $0.0001 ("Class A Common Stock") were disposed of in exchange for the same number of common shares of Paysafe Limited. |
2. The shares of Class B Common Stock, par value $0.0001 (the "Class B Shares"), of the Issuer have no expiration date and are convertible into shares of Class A Common Stock as described under the heading "Description of Securities-Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-240285). |
3. Forfeited to the Issuer for no consideration prior to the closing of the Merger. |
4. In connection with the Merger, 19,555 Class B Shares were disposed of in exchange for the same number of common shares of Paysafe Limited. |
5. In connection with the Merger, 8,333 warrants, which become exercisable on the later of 30 days after the completion of the Issuer's initial business combination and 12 months from the closing of the Issuer's initial public offering, were disposed of in exchange for the same number of warrants to purchase one common share of Paysafe Limited. |
Remarks: |
/s/ Michael L. Gravelle, Attorney-in-Fact for Erika Meinhardt | 03/30/2021 | |
** 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 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). | ||
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. |