UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. )*
Under the Securities Exchange Act of 1934
Foley Trasimene Acquisition Corp. II
(Name of Issuer)
Class A Common Stock, par value $0.0001 per share
(Titles of Class of Securities)
344328109
(CUSIP Number)
December 31, 2020
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
* The remainder of this cover page shall be filled out of a reporting person’s initial filing on this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as
amended (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 344328109
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Schedule 13G
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1
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NAMES OF REPORTING PERSONS
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Trasimene Capital FT, LP II
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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- 0 -
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6
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SHARED VOTING POWER
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36,600,836 (1)(2)(3)
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7
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SOLE DISPOSITIVE POWER
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- 0 -
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8
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SHARED DISPOSITIVE POWER
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36,600,836 (1)(2)(3)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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36,600,836 (1)(2)(3)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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20.0% (4)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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(1) The securities are held directly by Trasimene Capital FT, LP II (the “Sponsor”) and indirectly by (i) Trasimene Capital FT, LLC II, the sole general partner of the Sponsor (the “GP”)
and (ii) William P. Foley, II, the sole member of the GP. As a result, each of the Sponsor, the GP and Mr. Foley may be deemed to have or share beneficial ownership of the securities
held directly by the Sponsor. Each of the GP and Mr. Foley disclaim beneficial ownership of such securities except to the extent of their respective pecuniary interest therein.
(2) The Sponsor owns 36,600,836 shares of Class B Common Stock, par value $0.0001 per share (“Class B
Common Stock”) of Foley Trasimene Acquisition Corp. II (the “Issuer”), which are convertible into shares of Class A Common Stock, par value $0.0001 per
share (“Class A Common Stock”) 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) (the “Registration Statement”) and have no expiration date.
(3) Excludes 20,893,780 shares of Class A Common Stock issuable upon the exercise of 20,893,780 private placement warrants of the Issuer. Each private placement warrant
is exercisable to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment, becomes exercisable 30 days after the completion of the Issuer’s initial business combination and expires five years after the
completion of the Issuer’s initial business combination or earlier upon redemption or liquidation, as described under the heading “Description of Securities—Warrants—Private Placement Warrants” in the Registration Statement.
(4) Based on 183,304,181 outstanding shares of Class A Common Stock consisting of (i) 146,703,345 shares of Class A Common Stock outstanding as of November 6, 2020, as
reported by the Issuer in its quarterly report on Form 10-Q filed with the U.S. Securities and Exchange Commission on November 6, 2020 and (ii) 36,600,836 shares of Class A Common Stock acquirable upon the conversion of an equal number of shares of
Class B Common Stock.
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CUSIP No. 344328109
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Schedule 13G
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1
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NAMES OF REPORTING PERSONS
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Trasimene Capital FT, LLC II
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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- 0 -
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6
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SHARED VOTING POWER
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36,600,836 (1)(2)(3)
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7
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SOLE DISPOSITIVE POWER
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- 0 -
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8
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SHARED DISPOSITIVE POWER
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36,600,836 (1)(2)(3)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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36,600,836 (1)(2)(3)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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20.0% (4)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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(1) The securities are held directly by the Sponsor and indirectly by (i) the GP and (ii) William P. Foley, II, the sole member of the GP. As a result, each of the Sponsor, the GP and Mr. Foley may be deemed to have or share beneficial ownership of the securities held directly by the Sponsor. Each of the GP and Mr. Foley disclaim beneficial
ownership of such securities except to the extent of their respective pecuniary interest therein.
(2) The Sponsor owns 36,600,836 shares of Class B Common Stock of the Issuer, which are convertible into shares Class A Common Stock of the Issuer, as described under the
heading “Description of Securities—Founder Shares” in the Registration Statement and have no expiration date.
(3) Excludes 20,893,780 shares of Class A Common Stock issuable upon the exercise of 20,893,780 private placement warrants of the Issuer. Each private placement warrant
is exercisable to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment, becomes exercisable 30 days after the completion of the Issuer’s initial business combination and expires five years after the
completion of the Issuer’s initial business combination or earlier upon redemption or liquidation, as described under the heading “Description of Securities—Warrants—Private Placement Warrants” in the Registration Statement.
(4) Based on 183,304,181 outstanding shares of Class A Common Stock consisting of (i) 146,703,345 shares of Class A Common Stock outstanding as of November 6, 2020, as
reported by the Issuer in its quarterly report on Form 10-Q filed with the U.S. Securities and Exchange Commission on November 6, 2020 and (ii) 36,600,836 shares of Class A Common Stock acquirable upon the conversion of an equal number of shares of
Class B Common Stock.
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CUSIP No. 344328109
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Schedule 13G
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1
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NAMES OF REPORTING PERSONS
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William P. Foley, II
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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- 0 -
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6
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SHARED VOTING POWER
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36,600,836 (1)(2)(3)
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7
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SOLE DISPOSITIVE POWER
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- 0 -
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8
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SHARED DISPOSITIVE POWER
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36,600,836 (1)(2)(3)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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36,600,836 (1)(2)(3)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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20.0% (4)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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(1) The securities are held directly by the Sponsor and indirectly by (i) the GP and (ii) William P. Foley, II, the sole member of the GP. As a result, each of the Sponsor, the GP and Mr. Foley may be deemed to have or share beneficial ownership of the securities held directly by the Sponsor. Each of the GP and Mr. Foley disclaim beneficial
ownership of such securities except to the extent of their respective pecuniary interest therein.
(2) The Sponsor owns 36,600,836 shares of Class B Common Stock of the Issuer, which are convertible into shares Class A Common Stock of the Issuer, as described under the
heading “Description of Securities—Founder Shares” in the Registration Statement and have no expiration date.
(3) Excludes 20,893,780 shares of Class A Common Stock issuable upon the exercise of 20,893,780 private placement warrants of the Issuer. Each private placement warrant
is exercisable to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment, becomes exercisable 30 days after the completion of the Issuer’s initial business combination and expires five years after the
completion of the Issuer’s initial business combination or earlier upon redemption or liquidation, as described under the heading “Description of Securities—Warrants—Private Placement Warrants” in the Registration Statement.
(4) Based on 183,304,181 outstanding shares of Class A Common Stock consisting of (i) 146,703,345 shares of Class A Common Stock outstanding as of November 6, 2020, as
reported by the Issuer in its quarterly report on Form 10-Q filed with the U.S. Securities and Exchange Commission on November 6, 2020 and (ii) 36,600,836 shares of Class A Common Stock acquirable upon the conversion of an equal number of shares of
Class B Common Stock.
| Item 1(a). |
Name of Issuer:
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Foley Trasimene Acquisition Corp. II
| Item 1(b). |
Address of Issuer’s Principal Executive Offices:
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1701 Village Center Circle
Las Vegas, Nevada 89134
| Item 2(a). |
Name of Person Filing:
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This statement is filed on behalf of each of the following persons (collectively, the “Reporting
Persons”):
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1.
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Trasimene Capital FT, LP II
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2.
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Trasimene Capital FT, LLC II
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3.
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William P. Foley, II
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| Item 2(b). |
Address of Principal Business Office or, if none, Residence:
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The principal business address of each of the Reporting Persons is as follows:
1701 Village Center Circle
Las Vegas, Nevada 89134
| Item 2(c). |
Citizenship:
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See responses to Item 4 on each cover page.
| Item 2(d). |
Titles of Classes of Securities:
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Class A Common Stock, par value $0.0001 per share.
| Item 2(e). |
CUSIP Number:
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344328109
| Item 3. |
If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c),
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Check Whether the Person Filing is a(n):
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(a)
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Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78o).
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(b)
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Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c).
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(c)
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Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c).
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(d)
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Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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Investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
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(f)
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Employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
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(g)
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Parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
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(h)
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Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
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(i)
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Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15
U.S.C. 80a-3).
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(j)
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Non-U.S. institution, in accordance with § 240.13d-1(b)(1)(ii)(J).
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(k)
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Group in accordance with §240.13d-1(b)(1)(ii)(K).
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If filing as a non-U.S. institution in accordance with §240. 13d-1(b)(1)(ii)(J), please specify the type of institution: ______________ .
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| Item 4. |
Ownership
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| (a) |
Amount beneficially owned:
See responses to Item 9 on each cover page, which are incorporated herein by reference.
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| (b) |
Percent of class:
See responses to Item 11 on each cover page, which are incorporated herein by reference.
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Number of shares as to which such person has:
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Sole power to vote or to direct the vote:
See responses to Item 5 on each cover page, which are incorporated herein by reference.
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| (ii) |
Shared power to vote or to direct the vote:
See responses to Item 6 on each cover page, which are incorporated herein by reference.
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Sole power to dispose or to direct the disposition of:
See responses to Item 7 on each cover page, which are incorporated herein by reference.
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| (iv) |
Shared power to dispose or to direct the disposition of:
See responses to Item 8 on each cover page, which are incorporated herein by reference.
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| Item 5. |
Ownership of Five Percent or Less of a Class.
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following ☐.
| Item 6. |
Ownership of More than Five Percent on Behalf of Another Person.
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Not Applicable.
| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
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Not Applicable.
| Item 8. |
Identification and Classification of Members of the Group.
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Not Applicable.
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Item 9.
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Notice of Dissolution of Group.
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Not Applicable.
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Item 10.
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Certification.
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Not Applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and
correct.
Dated: February 16, 2021
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TRASIMENE CAPITAL FT, LP II
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By:
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/s/ Michael L. Gravelle
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Michael L. Gravelle, Attorney-in-Fact
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TRASIMENE CAPITAL FT, LLC II
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By:
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/s/ Michael L. Gravelle
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Michael L. Gravelle, Attorney-in-Fact
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WILLIAM P. FOLEY, II
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By:
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/s/ Michael L. Gravelle
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Michael L. Gravelle, Attorney-in-Fact
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EXHIBIT INDEX
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Exhibit No.
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Joint Filing Agreement, dated February 16, 2021, by and among Trasimene
Capital FT, LP II, Trasimene Capital FT, LLC II and William P. Foley, II.
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2
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Power of Attorney previously filed as Exhibit 24.1 to a Form 3 with regard to Foley Trasimene Acquisition Corp. II filed with the Securities and
Exchange Commission on August 18, 2020 by Trasimene Capital FT, LP II, Trasimene Capital FT, LLC II and William P. Foley, II.
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