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BFT Foley Trasimene Acquisition II

Filed: 30 Mar 21, 5:30pm
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*
Meinhardt Erika

(Last) (First) (Middle)
C/O 1701 VILLAGE CENTER CIRCLE

(Street)
LAS VEGAS NV 89134

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Foley Trasimene Acquisition II [ BFT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
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)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
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
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