Form SCHEDULE 13G/A Cannae Holdings, Inc. Filed by: FOLEY WILLIAM P II
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 2)*
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Cannae Holdings, Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
(CUSIP Number) |
05/11/2026 (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) |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
William P. Foley, II | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,992,348.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
11.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: The amounts reflected in the Sole Voting Power and Aggregate Amount Beneficially Owned by the Reporting Person are inclusive of 150,000 restricted stock units granted to the Reporting Person on March 9, 2026, which contain pass-through voting rights to the Reporting Person. Such restricted stock units are excluded from the Reporting Person's Sole Dispositive Power as the Reporting Person does not have the power to dispose of the shares underlying the restricted stock units until they vest.
The amount reflected in the Aggregate Amount Beneficially Owned by the Reporting Person is comprised of: (i) 748,299 shares held by Folco Development Corporation, of which the Reporting Person and his spouse are the sole shareholders, (ii) 236,011 shares held by the Foley Family Charitable Foundation, which is controlled by the Reporting Person and his spouse, (iii) 2,849,803 shares held by Foley Family Enterprises LLC, which is controlled by the Reporting person and his spouse, and (iv) 1,008,235 shares held directly by the Reporting Person, and (v) 150,000 restricted stock units granted to the Reporting Person on March 9, 2026, which grant the Reporting Person pass-through voting rights over the underlying shares.
On May 11, 2026, the Issuer filed its Quarterly Report on Form 10-Q and reported a decrease in its total Common Stock outstanding. As a result, the Reporting Person's ownership changed by more than one percent from its ownership reported in the Schedule 13G originally filed.
The calculation in this Amendment No. 2 of the percentage of Common Stock outstanding beneficially owned by the Reporting Person is based on (i) 43,940,506 shares of Common Stock as of April 30, 2026 as reported by the Issuer plus (ii) 150,000 unvested restricted units which convert to shares of Common Stock of the Issuer upon vesting and over which the Reporting Person has voting power.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Cannae Holdings, Inc. | |
| (b) | Address of issuer's principal executive offices:
1701 Village Center Circle, Las Vegas, Nevada, 89134 | |
| Item 2. | ||
| (a) | Name of person filing:
William P. Foley, II | |
| (b) | Address or principal business office or, if none, residence:
1701 Village Center Circle
Las Vegas, NV 89134 | |
| (c) | Citizenship:
UNITED STATES | |
| (d) | Title of class of securities:
Common Stock, par value $0.0001 per share | |
| (e) | CUSIP No.:
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| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | A 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); | |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Incorporated by reference from item 9 and the Comment for Type of Reporting Person of the cover page of this Amendment No. 2 to schedule 13G. | |
| (b) | Percent of class:
Incorporated by reference from item 11 and the Comment for Type of Reporting Person of the cover page of this Amendment No. 2 to schedule 13G. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
Incorporated by reference from item 5 and the Comment for Type of Reporting Person of the cover page of this Amendment No. 2 to schedule 13G. | ||
| (ii) Shared power to vote or to direct the vote:
Incorporated by reference from item 6 of the cover page of this Amendment No. 2 to schedule 13G. | ||
| (iii) Sole power to dispose or to direct the disposition of:
Incorporated by reference from item 7 and the Comment for Type of Reporting Person of the cover page of this Amendment No. 2 to schedule 13G. | ||
| (iv) Shared power to dispose or to direct the disposition of:
Incorporated by reference from item 8 of the cover page of this Amendment No. 2 to schedule 13G. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| 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.
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