Statement of Changes in Beneficial Ownership (4)
March 30 2021 - 5:59PM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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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1. Name and Address of Reporting Person
*
Meinhardt Erika |
2. Issuer Name and Ticker or Trading Symbol
Foley Trasimene Acquisition II
[
BFT
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O 1701 VILLAGE CENTER CIRCLE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/30/2021 |
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(Street)
LAS VEGAS, NV 89134
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Class A Common Stock, par value $0.0001 per share | 3/30/2021 | | D(1) | | 25000 (1) | D | (1) | 0 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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) | 3/30/2021 | | D (3) | | | 5445 | (2) | (2) | Class A Common Stock | 5445 (3) | (3) | 19555 | D | |
| Class B Common Stock, par value $0.0001 per share | (2) | 3/30/2021 | | D (4) | | | 19555 | (2) | (2) | Class A Common Stock | 19555 (4) | (4) | 0 | D | |
| Warrants | $11.50 | 3/30/2021 | | D (5) | | | 8333 | (5) | 3/30/2026 | Class A Common Stock | 8333 (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. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Meinhardt Erika
C/O 1701 VILLAGE CENTER CIRCLE
LAS VEGAS, NV 89134 | X |
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Signatures
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| /s/ Michael L. Gravelle, Attorney-in-Fact for Erika Meinhardt | | 3/30/2021 |
| **Signature of Reporting Person | Date |
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