SC 13G 1 s13g_123120-foleytrasim2.htm SCHEDULE 13G FOR FOLEY TRASIMENE ACQUISITION II BY MFN PARTNERS MANAGEMENT LP, FILED FEBRUARY 2021

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. __)*

Foley Trasimene Acquisition Corp. II

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

344328208

(CUSIP Number)

Foley Trasimene Acquisition Corp. II

1701 Village Center Circle

Las Vegas, NV 89134

(702) 323-7330

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

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)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)

* The remainder of this cover page shall be filled out for 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 on 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 ("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).

CUSIP No. 344328208

1	NAMES OF REPORTING PERSONS MFN Partners, LP

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)			(a) [ ] (b) [X]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION		Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER	0
	6	SHARED VOTING POWER	0
	7	SOLE DISPOSITIVE POWER	0
	8	SHARED DISPOSITIVE POWER	0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON		0
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)		[ ]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)		0% (1)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)		PN

(1) The percentage reported in Item 11 is based upon 146,703,345 shares of Class A Common Stock of the Issuer outstanding as reported by the Issuer in its Form 10-Q for the quarterly period ended September 30, 2020, as filed with the Securities and Exchange Commission on November 6, 2020.

CUSIP No. 344328208

1	NAMES OF REPORTING PERSONS MFN Partners GP, LLC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)			(a) [ ] (b) [X]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION		Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER	0
	6	SHARED VOTING POWER	0
	7	SOLE DISPOSITIVE POWER	0
	8	SHARED DISPOSITIVE POWER	0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON		0
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)		[ ]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)		0% (1)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)		OO

CUSIP No. 344328208

1	NAMES OF REPORTING PERSONS MFN Partners Management, LP

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)			(a) [ ] (b) [X]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION		Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER	0
	6	SHARED VOTING POWER	0
	7	SOLE DISPOSITIVE POWER	0
	8	SHARED DISPOSITIVE POWER	0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON		0
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)		[ ]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)		0% (1)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)		IA

CUSIP No. 344328208

1	NAMES OF REPORTING PERSONS MFN Partners Management, LLC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)			(a) [ ] (b) [X]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION		Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER	0
	6	SHARED VOTING POWER	0
	7	SOLE DISPOSITIVE POWER	0
	8	SHARED DISPOSITIVE POWER	0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON		0
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)		[ ]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)		0% (1)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)		OO

CUSIP No. 344328208

1	NAMES OF REPORTING PERSONS Farhad Nanji

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)			(a) [ ] (b) [X]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION		Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER	0
	6	SHARED VOTING POWER	0
	7	SOLE DISPOSITIVE POWER	0
	8	SHARED DISPOSITIVE POWER	0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON		0
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)		[ ]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)		0% (1)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)		IN

CUSIP No. 344328208

1	NAMES OF REPORTING PERSONS Michael F. DeMichele

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)			(a) [ ] (b) [X]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION		United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER	0
	6	SHARED VOTING POWER	0
	7	SOLE DISPOSITIVE POWER	0
	8	SHARED DISPOSITIVE POWER	0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON		0
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)		[ ]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)		0% (1)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)		IN

CUSIP No. 344328208

Item 1.
(a)	Name of Issuer:
	Foley Trasimene Acquisition Corp. II
(b)	Address of Issuer’s Principal Executive Offices:
	1701 Village Center Circle Las Vegas, NV 89134
Item 2.
(a)	Name of Person Filing:
	This Statement on Schedule 13G is being filed on behalf of:
	(i)	MFN Partners, LP, a Delaware limited partnership (the “Partnership”);
	(ii)	MFN Partners GP, LLC, a Delaware limited liability company (“MFN GP”), the General Partner of the Partnership;
	(iii)	MFN Partners Management, LP, a Delaware limited partnership (“MFN Management”), the investment adviser to the Partnership;
	(iv)	MFN Partners Management, LLC, a Delaware limited liability company (“MFN LLC”), the General Partner of MFN Management;
	(v)	Farhad Nanji, in his capacities as a member of MFN GP and MFN LLC; and
	(vi)	Michael F. DeMichele, in his capacities as a member of MFN GP and MFN LLC.
	The Partnership, MFN GP, MFN Management, MFN LLC, Farhad Nanji and Michael F. DeMichele are sometimes individually referred to herein as a “Reporting Person” and collectively as the “Reporting Persons.”
(b)	Address of Principal Business Office:
	c/o MFN Partners Management, LP 222 Berkeley St., 13th Floor Boston, MA 02116
(c)	Citizenship:
	The Partnership		Delaware
	MFN GP		Delaware
	MFN Management		Delaware
	MFN LLC		Delaware
	Farhad Nanji		Canada
	Michael F. DeMichele		United States
(d)	Title and Class of Securities:
	Class A Common Stock, $0.0001 par value
(e)	CUSIP No.: 344328208

CUSIP No. 344328208

Item 3.	If this statement is filed pursuant to §240.13d-1(b), or §240.13d-2(b) or (c), check whether the person is a:
	Not applicable.
Item 4.	Ownership
For the Partnership, MFN GP, MFN Management, MFN LLC, Farhad Nanji and Michael F. DeMichele:
	(a)	Amount beneficially owned:		0
	(b)	Percent of Class:		0%
	(c)	Number of shares as to which the person has:
		(i)	Sole power to vote or to direct the vote:	0
		(ii)	Shared power to vote to direct the vote:	0
		(iii)	Sole power to dispose or to direct the disposition of:	0
		(iv)	Shared power to dispose or to direct the disposition of:	0
Item 5.	Ownership of Five Percent or Less of a Class
	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 5 percent of the class of securities, check the following [ X ]
Item 6.	Ownership of More than Five Percent on Behalf of Another Person
	Not applicable.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
	Not applicable.
Item 8.	Identification and Classification of Members of the Group
	Not applicable.
Item 9.	Notice of Dissolution of Group
	Not applicable.
Item 10.	Certification
	By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

CUSIP No. 344328208

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. We also hereby agree to file this statement jointly pursuant to the agreement set forth as Exhibit 1.

Date: February 12, 2021

	MFN PARTNERS, LP

	By:	/s/ Jonathan Reisman
	Name:	Jonathan Reisman
	Title:	Authorized Person


	MFN PARTNERS GP, LLC

	By:	/s/ Jonathan Reisman
	Name:	Jonathan Reisman
	Title:	Authorized Person


	MFN PARTNERS MANAGEMENT, LP

	By:	/s/ Jonathan Reisman
	Name:	Jonathan Reisman
	Title:	Authorized Person


	MFN PARTNERS MANAGEMENT, LLC

	By:	/s/ Jonathan Reisman
	Name:	Jonathan Reisman
	Title:	Authorized Person

	FARHAD NANJI

		/s/ Farhad Nanji

	MICHAEL F. DEMICHELE

		/s/ Michael F. DeMichele

CUSIP No. 344328208

EXHIBIT INDEX

Exhibit 1

Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.

CUSIP No. 344328208

Exhibit 1

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of shares of Class A Common Stock of Foley Trasimene Acquisition Corp. II..

Date: February 12, 2021

	MFN PARTNERS, LP

	By:	/s/ Jonathan Reisman
	Name:	Jonathan Reisman
	Title:	Authorized Person


	MFN PARTNERS GP, LLC

	By:	/s/ Jonathan Reisman
	Name:	Jonathan Reisman
	Title:	Authorized Person


	MFN PARTNERS MANAGEMENT, LP

	By:	/s/ Jonathan Reisman
	Name:	Jonathan Reisman
	Title:	Authorized Person


	MFN PARTNERS MANAGEMENT, LLC

	By:	/s/ Jonathan Reisman
	Name:	Jonathan Reisman
	Title:	Authorized Person


	FARHAD NANJI

	By:	/s/ Farhad Nanji


	MICHAEL F. DEMICHELE

	By:	/s/ Michael F. DeMichele

SEC Form SC 13G filed