FTAI Infrastructure Inc.

13/08/2024 | Press release | Distributed by Public on 13/08/2024 21:07

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. 20549
STATEMENT 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) These options are fully vested and exercisable.
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