Sec Form 13G Filing - Austerlitz Acquisition Sponsor LP I filing for Austerlitz Acquisition Corp I (AUS) - 2022-02-11

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.

  NAME OF REPORTING PERSON

  Austerlitz Acquisition Sponsor, LP I

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

  SOLE VOTING POWER

  - 0 -

  SHARED VOTING POWER

  29,371,430 (1)(2)(3)

  SOLE DISPOSITIVE POWER

  - 0 -

  SHARED DISPOSITIVE POWER

  29,371,430 (1)(2)(3)

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  29,371,430 (1)(2)(3)

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  29.9%(4)

  TYPE OF REPORTING PERSON

  PN

The securities are held directly by Austerlitz Acquisition Sponsor LP, I (the “Austerlitz Sponsor”) and indirectly by (i) Trasimene Capital AU, LP I, the sole general partner of the Austerlitz Sponsor (the “Austerlitz GP”), (ii) Trasimene Capital AU, Corp. I, the sole general partner of Austerlitz GP (“Trasimene AU Corp. I”), and (iii) William P. Foley, II, the sole shareholder of Trasimene AU Corp. I. As a result, Austerlitz Sponsor, the Austerlitz GP, Trasimene AU Corp. I and Mr. Foley may be deemed to have or share beneficial ownership of the securities held directly by the Austerlitz Sponsor. Each of the Austerlitz GP, Trasimene AU Corp. I and Mr. Foley disclaims beneficial ownership of such securities except to the extent of their respective pecuniary interest therein, if any.

The Austerlitz Sponsor directly owns 14,685,430 shares of Class B Common Stock, par value $0.0001 per share (“Class B Common Stock”) and 14,685,430 shares of Class C Common Stock, par value $0.0001 per share (“Class C Common Stock”) of Austerlitz Acquisition Corporation I (the “Issuer”), each of 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 and Alignment Shares” in the Issuer’s registration statement on Form S-1 (File No. 333-252932) (the “Registration Statement”).

Excludes 10,533,333 shares of Class A Common Stock issuable upon the exercise of 10,533,333 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 and Forward Purchase Warrants” in the Registration Statement.

Based on 98,371,430 outstanding shares of Class A Common Stock of the Issuer consisting of (i) 69,000,000 shares of Class A Common Stock outstanding as of January 7, 2022, as reported by the Issuer in its quarterly report on Form 10-Q/A filed with the U.S. Securities and Exchange Commission (“SEC”) on January 10, 2022, and (ii) 29,371,430 shares of Class A Common Stock acquirable by the Austerlitz Sponsor upon the conversion of 14,685,715 shares of Class B Common Stock and 14,685,715 shares of Class C Common Stock.

  NAME OF REPORTING PERSON

  Trasimene Capital AU, LP I

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

  SOLE VOTING POWER

  - 0 -

  SHARED VOTING POWER

  29,371,430 (1)(2)(3)

  SOLE DISPOSITIVE POWER

  - 0 -

  SHARED DISPOSITIVE POWER

  29,371,430 (1)(2)(3)

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  29,371,430 (1)(2)(3)

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  29.9%(4)

  TYPE OF REPORTING PERSON

  PN

The securities are held directly by Austerlitz Sponsor, and indirectly by (i) the Austerlitz GP, (ii) Trasimene AU Corp. I, and (iii) William P. Foley, II, the sole shareholder of Trasimene AU Corp. I. As a result, Austerlitz Sponsor, the Austerlitz GP, Trasimene AU Corp. I and Mr. Foley may be deemed to have or share beneficial ownership of the securities held directly by the Austerlitz Sponsor. Each of the Austerlitz GP, Trasimene AU Corp. I and Mr. Foley disclaims beneficial ownership of such securities except to the extent of their respective pecuniary interest therein, if any.

The Austerlitz Sponsor directly owns 14,685,430 shares of Class B Common Stock and 14,685,430 shares of Class C Common Stock of the Issuer, each of which are convertible into shares of Class A Common Stock of the Issuer, as described under the heading “Description of Securities—Founder Shares and Alignment Shares” in the Issuer’s Registration Statement.

Excludes 10,533,333 shares of Class A Common Stock issuable upon the exercise of 10,533,333 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 and Forward Purchase Warrants” in the Registration Statement.

Based on 98,371,430 outstanding shares of Class A Common Stock of the Issuer consisting of (i) 69,000,000 shares of Class A Common Stock outstanding as of January 7, 2022, as reported by the Issuer in its quarterly report on Form 10-Q/A filed with the SEC on January 10, 2022, and (ii) 29,371,430 shares of Class A Common Stock acquirable by the Austerlitz Sponsor upon the conversion of 14,685,715 shares of Class B Common Stock and 14,685,715 shares of Class C Common Stock.

  NAME OF REPORTING PERSON

  Trasimene Capital AU Corp. I

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

  SOLE VOTING POWER

  - 0 -

  SHARED VOTING POWER

  29,371,430 (1)(2)(3)

  SOLE DISPOSITIVE POWER

  - 0 -

  SHARED DISPOSITIVE POWER

  29,371,430 (1)(2)(3)

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  29,371,430 (1)(2)(3)

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  29.9%(4)

  TYPE OF REPORTING PERSON

  CO

The securities are held directly by Austerlitz Sponsor, and indirectly by (i) the Austerlitz GP, (ii) Trasimene AU Corp. I, and (iii) William P. Foley, II, the sole shareholder of Trasimene AU Corp. I. As a result, Austerlitz Sponsor, the Austerlitz GP, Trasimene AU Corp. I and Mr. Foley may be deemed to have or share beneficial ownership of the securities held directly by the Austerlitz Sponsor. Each of the Austerlitz GP, Trasimene AU Corp. I and Mr. Foley disclaims beneficial ownership of such securities except to the extent of their respective pecuniary interest therein, if any.

The Austerlitz Sponsor directly owns 14,685,430 shares of Class B Common Stock and 14,685,430 shares of Class C Common Stock of the Issuer, each of which are convertible into shares of Class A Common Stock of the Issuer, as described under the heading “Description of Securities—Founder Shares and Alignment Shares” in the Issuer’s Registration Statement.

Excludes 10,533,333 shares of Class A Common Stock issuable upon the exercise of 10,533,333 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 and Forward Purchase Warrants” in the Registration Statement.

Based on 98,371,430 outstanding shares of Class A Common Stock of the Issuer consisting of (i) 69,000,000 shares of Class A Common Stock outstanding as of January 7, 2022, as reported by the Issuer in its quarterly report on Form 10-Q/A filed with the SEC on January 10, 2022, and (ii) 29,371,430 shares of Class A Common Stock acquirable by the Austerlitz Sponsor upon the conversion of 14,685,715 shares of Class B Common Stock and 14,685,715 shares of Class C Common Stock.

  NAME OF REPORTING PERSON

  William P. Foley, II

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  United States

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

  SOLE VOTING POWER

  - 0 -

  SHARED VOTING POWER

  29,37,430 (1)(2)(3)

  SOLE DISPOSITIVE POWER

  - 0 -

  SHARED DISPOSITIVE POWER

  29,37,430 (1)(2)(3)

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  29,37,430 (1)(2)(3)

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  29.9%(4)

  TYPE OF REPORTING PERSON

  IN

The securities are held directly by Austerlitz Sponsor, and indirectly by (i) the Austerlitz GP, (ii) Trasimene AU Corp. I, and (iii) William P. Foley, II, the sole shareholder of Trasimene AU Corp. I. As a result, Austerlitz Sponsor, the Austerlitz GP, Trasimene AU Corp. I and Mr. Foley may be deemed to have or share beneficial ownership of the securities held directly by the Austerlitz Sponsor. Each of the Austerlitz GP, Trasimene AU Corp. I and Mr. Foley disclaims beneficial ownership of such securities except to the extent of their respective pecuniary interest therein, if any.

The Austerlitz Sponsor directly owns 14,685,430 shares of Class B Common Stock and 14,685,430 shares of Class C Common Stock of the Issuer, each of which are convertible into shares of Class A Common Stock of the Issuer, as described under the heading “Description of Securities—Founder Shares and Alignment Shares” in the Issuer’s Registration Statement.

Excludes 10,533,333 shares of Class A Common Stock issuable upon the exercise of 10,533,333 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 and Forward Purchase Warrants” in the Registration Statement.

Based on 98,371,430 outstanding shares of Class A Common Stock of the Issuer consisting of (i) 69,000,000 shares of Class A Common Stock outstanding as of January 7, 2022, as reported by the Issuer in its quarterly report on Form 10-Q/A filed with the SEC on January 10, 2022, and (ii) 29,371,430 shares of Class A Common Stock acquirable by the Sponsor upon the conversion of 14,685,715 shares of Class B Common Stock and 14,685,715 shares of Class C Common Stock.

Austerlitz Acquisition Sponsor, LP I

Trasimene Capital AU, LP I

Trasimene Capital AU Corp. I

William P. Foley, II

Amount beneficially owned:

Percent of class:

Number of shares as to which such person has:

Sole power to vote or to direct the vote:

Shared power to vote or to direct the vote:

Sole power to dispose or to direct the disposition of:

Shared power to dispose or to direct the disposition of:

Exhibit No.