Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission

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. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * FIG Buyer GP, LLC 2. Issuer Name and Ticker or Trading Symbol FTAI Infrastructure Inc. [FIP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 1345 AVENUE OF THE AMERICAS, 46TH FLOOR 3. Date of Earliest Transaction (Month/Day/Year) (Street) NEW YORK NY 10105 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Join/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 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code 4. Securities Acquired (A) or Disposed of (D) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) 6. Ownership Form: Direct (D) or Indirect (I) 7. Nature of Indirect Beneficial Ownership Code V Amount (A) or (D) Price

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivate Security	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code	5. Number of Derivative Securities Acquired (A) or Disposed of (D)	6. Date Exercisable and Expiration Date	7. Title and Amount of Securities Underlying Derivative Security	8. Price of Derivative Security	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)	11. Nature of Indirect Beneficial Ownership
Code	V	(A)	(D)	Date Exercisable	Expriation Date	Title	Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Director	10% Owner	Officer	Other
FIG Buyer GP, LLC 1345 AVENUE OF THE AMERICAS, 46TH FLOOR NEW YORK, NY10105
Fortress Investment Group LLC 1345 AVENUE OF THE AMERICAS, 46TH FLOOR NEW YORK, NY10105
FIG Blue LLC 1345 AVENUE OF THE AMERICAS, 46TH FLOOR NEW YORK, NY10105
Fortress Operating Entity I LP 1345 AVENUE OF THE AMERICAS, 46TH FLOOR NEW YORK, NY10105
FIG LLC 1345 AVENUE OF THE AMERICAS, 46TH FLOOR NEW YORK, NY10105
Foundation Holdco LP 1345 AVENUE OF THE AMERICAS, 46TH FLOOR NEW YORK, NY10105
FIG Parent, LLC 1345 AVENUE OF THE AMERICAS, 46TH FLOOR NEW YORK, NY10105
FINCO I LLC 1345 AVENUE OF THE AMERICAS, 46TH FLOOR NEW YORK, NY10105
FINCO I Intermediate Holdco LLC 1345 AVENUE OF THE AMERICAS, 46TH FLOOR NEW YORK, NY10105

Signatures

FIG BUYER GP, LLC, By: /s/ David N. Brooks, its Secretary	2024-08-13
**Signature of Reporting Person	Date
FORTRESS INVESTMENT GROUP LLC, By: /s/ David N. Brooks, its Secretary	2024-08-13
**Signature of Reporting Person	Date
FIG Blue LLC, By: /s/ David N. Brooks, its Secretary	2024-08-13
**Signature of Reporting Person	Date
FORTRESS OPERATING ENTITY I LP, By: FIG Blue LLC, its general partner, By: /s/ David N. Brooks, its Secretary	2024-08-13
**Signature of Reporting Person	Date
FIG LLC, By: /s/ David N. Brooks, its Secretary	2024-08-13
**Signature of Reporting Person	Date
FOUNDATION HOLDCO LP, By: FIG Buyer GP, LLC, its general partner, By: /s/ David N. Brooks, its Secretary	2024-08-13
**Signature of Reporting Person	Date
FIG PARENT, LLC, By: /s/ David N. Brooks, its Secretary	2024-08-13
**Signature of Reporting Person	Date
FINCO I LLC, By: /s/ David N. Brooks, its Secretary	2024-08-13
**Signature of Reporting Person	Date
FINCO I INTERMEDIATE HOLDCO LLC, By: /s/ David N. Brooks, its Secretary	2024-08-13
**Signature of Reporting Person	Date

Explanation of Responses:

(*)	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
(**)	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Reflects securities held directly by FIG LLC, a Delaware limited liability company ("FIG"). Fortress Operating Entity I LP, a Delaware limited partnership ("FOE I"), is the owner of all of the issued and outstanding interests of FIG. FIG Blue LLC, a Delaware limited liability company ("FIG Blue"), is the general partner of FOE I. FIG Blue is wholly-owned by Fortress Investment Group LLC, a Delaware limited liability company ("Fortress Investment Group"). FINCO I Intermediate Holdco LLC, a Delaware limited liability company ("FINCO I IH"), is the sole member of Fortress Investment Group. FINCO I LLC, a Delaware limited liability company, is the sole member of FINCO I IH. FIG Parent, LLC, a Delaware limited liability company ("FIG Parent"), is the sole member of FINCO I LLC. Foundation Holdco LP, a Delaware limited partnership ("Foundation Holdco"), is the sole member of FIG Parent. FIG Buyer GP, LLC, a Delaware limited liability company is the general partner of Foundation Holdco.
(2)	Each reporting person disclaims beneficial ownership of all reported securities except to the extent of its pecuniary interest therein and the inclusion of the securities in this report shall not be deemed to be an admission of beneficial ownership of the reported securities for the purposes of Section 16 or otherwise.
(3)	On August 9, 2024, FIG exercised options to purchase an aggregate of 11,818,062 shares of the Issuer's common stock at various prices as reported in the two Forms 4 filed on the date hereof. These options were net settled, resulting in the Issuer's withholding of 3,399,501 of the option shares for the exercise prices and issuing to FIG the remaining 8,418,561 shares.
(4)	Reflects securities held directly by Principal Holdings I LP, a Delaware limited partnership ("Principal Holdings"). Foundation Holdco LP, a Delaware limited partnership ("Foundation Holdco") is the general partner of Principal Holdings. FIG Buyer GP, LLC, a Delaware limited liability company ("FIG Buyer"), is the general partner of Foundation Holdco.
(5)	These options are fully vested and exercisable, provided that FIG's right to exercise them is suspended in connection with those tandem awards held by certain directors and officers of the Issuer, subject to the terms of such awards.
(6)	Reflects the cancellation of certain options in connection with the exercise of corresponding tandem awards by an officer of the Issuer.
(7)	Upon grant (August 1, 2022), such options were fully vested and become exercisable over a 30-month period in monthly installments beginning on the first of each month following the month in which the options were granted, provided that FIG's right to exercise them is suspended in connection with those tandem awards held by certain directors and officers of the Issuer, subject to the terms of such awards.

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