| 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 | ||||||
| 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) | 7,971,542 | (2) | (2) | Class A Common Stock | 7,971,542(3) | (3) | 28,629,294 | D(1)(2)(5)(6) | ||||
| Class B Common Stock, par value $0.0001 per share | (2) | 03/30/2021 | D(4) | 28,629,294 | (2) | (2) | Class A Common Stock | 28,629,294(4) | (4) | 0 | D(1)(2)(5)(6) | ||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. This form is being filed by the following reporting persons: Trasimene Capital FT, LP II (the "Sponsor"), Trasimene Capital FT, LLC II ("Trasimene Capital") and William P. Foley, II (and together with the Sponsor and Trasimene Capital, the "Reporting Persons"). Because of the relationships among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any. |
| 2. The shares of Class B Common Stock, par value $0.0001 (the "Class B Shares"), of Foley Trasimene Acquisition Corp. II (the "Issuer") have no expiration date and are convertible into shares of Class A Common Stock, par value $0.0001 per share, of the Issuer ("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. The Sponsor forfeited 7,971,542 Class B Shares to the Issuer for no consideration prior to the closing of the Merger, which was exempted pursuant to Rule 16b-3(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). |
| 4. The Sponsor disposed of 28,629,294 Class B Shares in connection with the merger (the "Merger") of Paysafe Merger Sub Inc. ("Merger Sub") with and into the Issuer pursuant to that certain Agreement and Plan of Merger, dated as of December 7, 2020, between the Issuer, Paysafe Limited ("Paysafe Limited"), Merger Sub and the other parties thereto (the "Merger Agreement") in exchange for the same number of common shares of Paysafe Limited. |
| 5. The sole general partner of the Sponsor is Trasimene Capital. William P. Foley, II is the sole member of Trasimene Capital. |
| 6. Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests. |
| Remarks: |
| /s/ Michael L. Gravelle, Attorney-in-Fact for Trasimene Capital FT, LP II | 03/30/2021 | |
| /s/ Michael L. Gravelle, Attorney-in-Fact for Trasimene Capital FT, LLC II | 03/30/2021 | |
| /s/ Michael L. Gravelle, Attorney-in-Fact for William P. Foley, II | 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. | ||
