SC 13G/A: FTAI Infrastructure Inc.

AI Summary

SC 13G/A filing by FTAI Infrastructure Inc..

Risk Assessment

Risk Level: low

FAQ

Key Financial Figures

• $0.01 — ame of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securitie

Filing Documents

• sc13ga2.htm (SC 13G/A) — 201KB
• exa.htm (EX-99.A) — 1KB
• exb.htm (EX-99.B) — 20KB
• 0001341004-24-000115.txt ( ) — 224KB

(a)

Item 1(a) Name of Issuer The name of the issuer is FTAI Infrastructure Inc. (the "Issuer").

(b)

Item 1(b) Address of Issuer's Principal Executive Offices The Issuer's principal executive offices are located at: 1345 Avenue of the Americas, 45th Floor, New York, NY 10105.

(a)

Item 2(a) Name of Person Filing This statement is filed by (collectively, the "Reporting Persons"): (i) FIG LLC, a Delaware limited liability company, directly holds options to acquire Common Stock of the Issuer; (ii) Fortress Operating Entity I LP, a Delaware limited partnership, is the sole member of FIG LLC and may therefore be deemed to beneficially own the Common Stock beneficially owned thereby; (iii) FIG Blue LLC (f/k/a FIG Corp.), a Delaware limited liability company, is the general partner of Fortress Operating Entity I LP and may therefore be deemed to beneficially own the Common Stock beneficially owned thereby; (iv) Fortress Investment Group LLC, a Delaware limited liability company, is the sole member of FIG Blue LLC and may therefore be deemed to beneficially own the Common Stock beneficially owned thereby; (v) FINCO I Intermediate Holdco LLC, a Delaware limited liability company, is the sole member of Fortress Investment Group LLC and may therefore be deemed to beneficially own the Common Stock beneficially owned thereby; 11 (vi) FINCO I LLC, a Delaware limited liability company, is the sole member of FINCO I Intermediate Holdco LLC and may therefore be deemed to beneficially own the Common Stock beneficially owned thereby; (vii) FIG Parent, LLC, a Delaware limited liability company, is the sole member of FINCO I LLC and may therefore be deemed to beneficially own the Common Stock beneficially owned thereby; (viii) Foundation Holdco LP, a Delaware limited partnership, is the sole member of FIG Parent, LLC and the general partner of an entity that holds shares of Common Stock of the Issuer and may therefore be deemed to beneficially own the Common Stock beneficially owned thereby; and (ix) FIG Buyer GP, LLC, a Delaware limited liability company, is the general partner of Foundation Holdco LP and may therefore be deemed to beneficially own the Common Stock beneficially owned thereby. The Joint Filing Agreement among the

(b)

Item 2(b) Address of Principal Business Office or, if None, Residence The address of the principal business office of each Reporting Person is: c/o Fortress Investment Group LLC, 1345 Avenue of the Americas, 46th Floor, New York, NY 10105.

(c)

Item 2(c) Citizenship See Item 4 of each of the cover pages.

(d)

Item 2(d) Title of Class of Securities Common Stock, par value $0.01 per share.

(e)

Item 2(e) CUSIP No. 35953C106 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). 12 (g) A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G). (h) A savings association 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) Group, in accordance with 240.13d-1(b)(1)(ii)(J). Item 4. (a) Amount Beneficially Owned: See Item 9 of each of the cover pages. (b) Percent of Class: See Item 11 of each of the cover pages. (c) Number of Shares as to which such person has: (i) Sole power to vote or direct the vote: See Item 5 of each of the cover pages. (ii) Shared power to vote or direct the vote: See Item 6 of each of the cover pages. (iii) Sole power to dispose or direct the disposition: See Item 7 of each of the cover pages. (iv) Shared power to dispose or direct the disposition: See Item 8 of each of the cover pages. Item 5. Not applicable. Item 6. Not applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company See Exhibit A attac

SIGNATURES

SIGNATURES 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. Dated: June 7, 2024 FIG LLC By: /s/ David Brooks Name: David Brooks Title: Secretary FORTRESS OPERATING ENTITY I LP By: FIG Blue LLC, its general partner By: /s/ David Brooks Name: David Brooks Title: Secretary FIG Blue LLC By: /s/ David Brooks Name: David Brooks Title: Secretary FORTRESS INVESTMENT GROUP LLC By: /s/ David Brooks Name: David Brooks Title: Secretary FINCO I Intermediate Holdco LLC By: /s/ David Brooks Name: David Brooks Title: Secretary FINCO I LLC By: /s/ David Brooks Name: David Brooks Title: Secretary 14 FIG Parent, LLC By: /s/ David Brooks Name: David Brooks Title: Secretary Foundation Holdco LP By: FIG Buyer GP, LLC, its general partner By: /s/ David Brooks Name: David Brooks Title: Secretary FIG Buyer GP, LLC By: /s/ David Brooks Name: David Brooks Title: Secretary 15

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