Sec Form 4 Filing - MFN Partners, LP @ Foley Trasimene Acquisition Corp. - 2020-08-10

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 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
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)
(Last) (First) (Middle)
222 BERKELEY STREET, 13TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
08/10/2020
(Street)
BOSTON, MA02116
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MFN Partners, LP
222 BERKELEY STREET, 13TH FLOOR
BOSTON, MA02116
X
MFN Partners GP, LLC
222 BERKELEY STREET, 13TH FLOOR
BOSTON, MA02116
X
MFN Partners Management, LP
222 BERKELEY STREET, 13TH FLOOR
BOSTON, MA02116
X
MFN Partners Management, LLC
222 BERKELEY STREET, 13TH FLOOR
BOSTON, MA02116
X
NANJI FARHAD
222 BERKELEY STREET, 13TH FLOOR
BOSTON, MA02116
X
DeMichele Michael
222 BERKELEY STREET, 13TH FLOOR
BOSTON, MA02116
X
Signatures
MFN PARTNERS, LP, By: /s/ Jonathan Reisman, Name: Jonathan Reisman, Title: Authorized Person 08/12/2020
Signature of Reporting Person Date
MFN PARTNERS GP, LLC, By: /s/ Jonathan Reisman, Name: Jonathan Reisman, Title: Authorized Person 08/12/2020
Signature of Reporting Person Date
MFN PARTNERS MANAGEMENT, LP, By: /s/ Jonathan Reisman, Name: Jonathan Reisman, Title: Authorized Person 08/12/2020
Signature of Reporting Person Date
MFN PARTNERS MANAGEMENT, LLC, By: /s/ Jonathan Reisman, Name: Jonathan Reisman, Title: Authorized Person 08/12/2020
Signature of Reporting Person Date
FARHAD NANJI, By: /s/ Farhad Nanji 08/12/2020
Signature of Reporting Person Date
MICHAEL DEMICHELE, By: /s/ Michael DeMichele 08/12/2020
Signature of Reporting Person Date
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

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