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*
MFN Partners, LP

(Last) (First) (Middle)
222 BERKELEY STREET, 13TH FLOOR

(Street)
BOSTON MA 02116

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Foley Trasimene Acquisition Corp. [ WPF ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/10/2020
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)
Code V Amount (A) or (D) Price
Class A Common Stock 08/10/2020 P 500,000 A $10.25 13,542,457 D(1)
Class A Common Stock 08/10/2020 P 235 A (2) 13,542,692 D(1)
Class A Common Stock 08/11/2020 P 250,000 A $10.3 13,792,692 D(1)
Class A Common Stock 08/12/2020 P 207,308 A $10.31 14,000,000 D(1)
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
Warrants to purchase Class A Common Stock (3) 08/10/2020 P 79 (3) (3) Class A Common Stock 79 (2) 4,666,745 D(1)
1. Name and Address of Reporting Person*
MFN Partners, LP

(Last) (First) (Middle)
222 BERKELEY STREET, 13TH FLOOR

(Street)
BOSTON MA 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 MA 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 MA 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 MA 02116

(City) (State) (Zip)
1. Name and Address of Reporting Person*
NANJI FARHAD

(Last) (First) (Middle)
222 BERKELEY STREET, 13TH FLOOR

(Street)
BOSTON MA 02116

(City) (State) (Zip)
1. Name and Address of Reporting Person*
DeMichele Michael

(Last) (First) (Middle)
222 BERKELEY STREET, 13TH FLOOR

(Street)
BOSTON MA 02116

(City) (State) (Zip)
Explanation of Responses:
1. MFN Partners, LP (the "Partnership") is the holder of the Securities. 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.
2. Represents securities underlying 235 Units purchased by the reporting person at a purchase price of $10.75 per Unit. Each Unit consists of one share of Class A Common Stock and one-third of one redeemable Warrant.
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.
Remarks:
Exhibit 24 - Power of Attorney
MFN PARTNERS, LP, By: /s/ Jonathan Reisman, Name: Jonathan Reisman, Title: Authorized Person 08/12/2020
MFN PARTNERS GP, LLC, By: /s/ Jonathan Reisman, Name: Jonathan Reisman, Title: Authorized Person 08/12/2020
MFN PARTNERS MANAGEMENT, LP, By: /s/ Jonathan Reisman, Name: Jonathan Reisman, Title: Authorized Person 08/12/2020
MFN PARTNERS MANAGEMENT, LLC, By: /s/ Jonathan Reisman, Name: Jonathan Reisman, Title: Authorized Person 08/12/2020
FARHAD NANJI, By: /s/ Farhad Nanji 08/12/2020
MICHAEL DEMICHELE, By: /s/ Michael DeMichele 08/12/2020
** 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 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).
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