Foley Trasimene Acquisition II Form 4 / Capital FT, LP Trasimene II ownership change

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^*

Trasimene Capital FT, LP II

(Last)

(First)

(Middle)

C/O 1701 VILLAGE CENTER CIRCLE

(Street)

LAS VEGAS

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

3. Date of Earliest Transaction (Month/Day/Year)
10/02/2020

4. 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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock, par value $0.0001 per share	⁽²⁾	10/02/2020		D⁽³⁾			699,164	⁽²⁾	⁽²⁾	Class A Common Stock	699,164⁽³⁾	$0.00	36,600,836	D⁽¹⁾⁽²⁾⁽⁴⁾⁽⁵⁾

1. Name and Address of Reporting Person^*

Trasimene Capital FT, LP II

(Last)

(First)

(Middle)

C/O 1701 VILLAGE CENTER CIRCLE

(Street)

LAS VEGAS

89134

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Trasimene Capital FT, LLC II

(Last)

(First)

(Middle)

C/O 1701 VILLAGE CENTER CIRCLE

(Street)

LAS VEGAS

89134

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

FOLEY WILLIAM P II

(Last)

(First)

(Middle)

C/O 1701 VILLAGE CENTER CIRCLE

(Street)

LAS VEGAS

89134

(City)

(State)

(Zip)

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, 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 699,164 Class B Shares to the Issuer for no consideration, which was exempted pursuant to Rule 16b-3(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in connection with the underwriters' election not to exercise the remaining unused portion of the over-allotment option.

4. The sole general partner of the Sponsor is Trasimene Capital. William P. Foley, II is the sole member of Trasimene Capital.

5. 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.

	/s/ Michael L. Gravelle, Attorney-in-Fact for Trasimene Capital FT, LP II	10/02/2020
	/s/ Michael L. Gravelle, Attorney-in-Fact for Trasimene Capital FT, LLC II	10/02/2020
	/s/ Michael L. Gravelle, Attorney-in-Fact for William P. Foley, II	10/02/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Foley Trasimene Acquisition II (BFT) Form 4Foley Trasimene Acquisition II / Capital FT, LP Trasimene II ownership change