MFN Partners Form 3 Foley Trasimene Acquisition / FARHAD NANJI ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

MFN Partners, LP

(Last)

(First)

(Middle)

222 BERKELEY STREET, 13TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/08/2020

3. Issuer Name and Ticker or Trading Symbol
Foley Trasimene Acquisition Corp. [ WPF.U ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock⁽¹⁾	10,450,000	D⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Warrants to purchase Class A Common Stock⁽¹⁾	⁽³⁾	⁽³⁾	Class A Common Stock	3,483,333	⁽³⁾	D⁽²⁾

1. Name and Address of Reporting Person^*

MFN Partners, LP

(Last)

(First)

(Middle)

222 BERKELEY STREET, 13TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

MFN Partners GP, LLC

(Last)

(First)

(Middle)

222 BERKELEY STREET, 13TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

MFN Partners Management, LP

(Last)

(First)

(Middle)

222 BERKELEY STREET, 13TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

MFN Partners Management, LLC

(Last)

(First)

(Middle)

222 BERKELEY STREET, 13TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

NANJI FARHAD

(Last)

(First)

(Middle)

222 BERKELEY STREET, 13TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

DeMichele Michael

(Last)

(First)

(Middle)

222 BERKELEY STREET, 13TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

Explanation of Responses:

1. Represents securities underlying 10,450,000 Units. Each Unit consists of one share of Class A Common Stock and one-third of one redeemable Warrant.

2. MFN Partners, LP (the "Partnership") is the holder of the Units. MFN Partners GP, LLC ("MFN GP") is the General Partner to the Partnership. MFN Partners Management, LP ("MFN Management") is the investment adviser to the Partnership. MFN Partners Management, LLC ("MFN LLC") is the General Partner of MFN Management. Farhad Nanji and Michael DeMichele are each managing members of MFN GP and MFN LLC and disclaim beneficial ownership of such securities, except to the extent of their pecuniary interest therein, if any.

3. Each whole Warrant entitles the holder to purchase one share of the Issuer's Class A Common Stock at a price of $11.50 per share. The Warrants will become exercisable on the later of (a) 30 days after the Issuer's completion of an initial business combination and (b) one year after the closing of the Issuer's initial public offering. The Warrants will expire five years after the completion of the Issuer's initial business combination.

	MFN PARTNERS, LP, By: /s/ Jonathan Reisman, Name: Jonathan Reisman, Title: Authorized Person	07/10/2020
	MFN PARTNERS GP, LLC, By: /s/ Jonathan Reisman, Name: Jonathan Reisman, Title: Authorized Person	07/10/2020
	MFN PARTNERS MANAGEMENT, LP, By: /s/ Jonathan Reisman, Name: Jonathan Reisman, Title: Authorized Person	07/10/2020
	MFN PARTNERS MANAGEMENT, LLC, By: /s/ Jonathan Reisman, Name: Jonathan Reisman, Title: Authorized Person	07/10/2020
	FARHAD NANJI, By: /s/ Farhad Nanji	07/10/2020
	MICHAEL DEMICHELE, By: /s/ Michael DeMichele	07/10/2020
	** 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 5 (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).
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MFN Partners Form 3Foley Trasimene Acquisition / FARHAD NANJI ownership change