SEC Form SC 13G filed by FTAI Infrastructure Inc.

☑

Rule 13d-1(b)

☐

Rule 13d-1(c)

☐

Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for 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 the disclosure provided in a prior cover page.

CUSIP No.

35953C106

1	NAME OF REPORTING PERSON   FIG LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)          ☐ (b)          ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 5,388,682
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 5,388,682

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,388,682
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.1%1
12	TYPE OF REPORTING PERSON IA

1

All percentages of Common Stock contained herein are based on 99,414,097 shares outstanding as of November 18, 2022, as reported by the Issuer in its Registration Statement on Form S-3 filed with the Securities and Exchange Commission on November 22, 2022, plus 5,388,682 shares issuable upon the exercise of certain options.

CUSIP No.

35953C106

1	NAME OF REPORTING PERSON   Fortress Operating Entity I LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)          ☐ (b)          ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 5,388,6821
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 5,388,6821

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,388,682
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.1%
12	TYPE OF REPORTING PERSON PN, HC

1	Solely in its capacity as the holder of all issued and outstanding shares of FIG LLC.

CUSIP No.

35953C106

1	NAME OF REPORTING PERSON   FIG Corp.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)          ☐ (b)          ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 5,388,6821
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 5,388,6821

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,388,682
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.1%
12	TYPE OF REPORTING PERSON CO, HC

1	Solely in its capacity as the general partner of Fortress Operating Entity I LP.

CUSIP No.

35953C106

1	NAME OF REPORTING PERSON   Fortress Investment Group LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)          ☐ (b)          ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 5,388,6821
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 5,388,6821

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,388,682
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.1%
12	TYPE OF REPORTING PERSON OO, HC

1	Solely in its capacity as the holder of all issued and outstanding shares of FIG Corp.

Item 1(a)

Name of Issuer

Item 1(b)

Address of Issuer’s Principal Executive Offices

Item 2(a)

Name of Person Filing

(i)

FIG LLC, a Delaware limited liability company, which directly holds options to acquire Common Stock of the Issuer;

(ii)

Fortress Operating Entity I LP, a Delaware limited partnership, is the holder of all the issued and outstanding shares of FIG LLC and may therefore be deemed to beneficial own the Common Stock beneficially owned thereby;

(iii)

FIG Corp., a Delaware corporation, is the general partner of Fortress Operating Entity I LP and may therefore be deemed to beneficially own the Common Stock beneficially owned thereby; and

(iv)

Fortress Investment Group LLC, a Delaware limited liability company, is the holder of all the issued and outstanding shares of FIG Corp. and may therefore be deemed to beneficial own the Common Stock beneficially owned thereby.

Item 2(b)

Address of Principal Business Office or, if None, Residence

Item 2(c)

Citizenship

Item 2(d)

Title of Class of Securities

Item 2(e)

CUSIP No.

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 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.

Ownership

(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.

Ownership of Five Percent or Less of a Class

Item 6.

Ownership of More Than Five Percent on Behalf of Another Person

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company

Item 8.

Identification and Classification of Members of the Group

Item 9.

Notice of Dissolution of Group

Item 10.

Certification

	FIG LLC
	By:	/s/ David Brooks
		Name:  David Brooks
		Title:  Secretary
	FORTRESS OPERATING ENTITY I LP
	By:          FIG CORP., its general partner
	By:	/s/ David Brooks
		Name:  David Brooks
		Title:  Secretary
	FIG CORP.
	By:	/s/ David Brooks
		Name:  David Brooks
		Title:  Secretary
	FORTRESS INVESTMENT GROUP LLC
	By:	/s/ David Brooks
		Name:  David Brooks
		Title:  Secretary