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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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FTAI INFRASTRUCTURE INC. (Name of Issuer) |
Common Stock, $0.01 par value (Title of Class of Securities) |
35953C106 (CUSIP Number) |
04/09/2025 (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)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 35953C106 |
| 1 | Names of Reporting Persons
Steven D. Lebowitz | ||||||||
| 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
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,712,071.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
5.01 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (1) The number of shares reported as beneficially owned as of April 9, 2025.
(2) This number includes shares held by The Lebowitz Family Stock, LLC, a limited liability company of which Steven D. Lebowitz is the sole manager.
(3) This number includes shares held by (a) Deborah P. Lebowitz, (b) The Steven & Deborah Lebowitz Foundation (the "Foundation"), a trust over which Steven D. Lebowitz serves as a co-trustee, (c) the Lebowitz Family Trust - 1986, dated October 7, 1986, as amended (the "LF Trust"), a trust over which Steven D. Lebowitz serves as a co-trustee, (d) Kora Miri Silverberg 2021 Irrevocable Trust, and (e) Isla Silverberg 2020 Irrevocable Trust.
(4) This number includes shares held by (a) Lauren Lebowitz Salem, (b) Robert Lebowitz, (c) Kathryn Lebowitz Silverberg, (d) the A&A Lebowitz Trust (the "AA Trust"), (e) Susan Pearlstein, and (f) and Debra Paul.
(5) Based on 113,941,865 shares of common stock of FTAI Infrastructure Inc. (the "Issuer") outstanding as of March 10, 2025, as reported in the Issuer's Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission on March 13, 2025.
SCHEDULE 13G
|
| CUSIP No. | 35953C106 |
| 1 | Names of Reporting Persons
Deborah P. Lebowitz | ||||||||
| 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
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,135,071.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
4.51 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (1) The number of shares reported as beneficially owned as of April 9, 2025.
(2) This number includes shares held by (a) the Foundation, a trust over which Deborah P. Lebowitz serves as a co-trustee, (b) the LF Trust, a trust over which Deborah P. Lebowitz serves as a co-trustee, (c) Kora Miri Silverberg 2021 Irrevocable Trust, and (d) Isla Silverberg 2020 Irrevocable Trust.
(3) Based on 113,941,865 shares of common stock of the Issuer outstanding as of March 10, 2025, as reported in the Issuer's Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission on March 13, 2025
SCHEDULE 13G
|
| CUSIP No. | 35953C106 |
| 1 | Names of Reporting Persons
Lauren Lebowitz Salem | ||||||||
| 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
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
25,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.02 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (1) The number of shares reported as beneficially owned as of April 9, 2025.
(2) Based on 113,941,865 shares of common stock of the Issuer outstanding as of March 10, 2025, as reported in the Issuer's Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission on March 13, 2025.
SCHEDULE 13G
|
| CUSIP No. | 35953C106 |
| 1 | Names of Reporting Persons
Robert Lebowitz | ||||||||
| 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
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (1) The number of shares reported as beneficially owned as of April 9, 2025.
(2) Based on 113,941,865 shares of common stock of the Issuer outstanding as of March 10, 2025, as reported in the Issuer's Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission on March 13, 2025.
SCHEDULE 13G
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| CUSIP No. | 35953C106 |
| 1 | Names of Reporting Persons
Kathryn Lebowitz Silverberg | ||||||||
| 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
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
87,500.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.08 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (1) The number of shares reported as beneficially owned as of April 9, 2025.
(2) Based on 113,941,865 shares of common stock of the Issuer outstanding as of March 10, 2025, as reported in the Issuer's Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission on March 13, 2025.
SCHEDULE 13G
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| CUSIP No. | 35953C106 |
| 1 | Names of Reporting Persons
Andrew Lebowitz | ||||||||
| 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
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
197,500.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.17 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (1) The number of shares reported as beneficially owned as of April 9, 2025.
(2) This number includes shares held by the AA Trust, a trust over which Andrew Lebowitz serves as a co-trustee.
(3) Based on 113,941,865 shares of common stock of the Issuer outstanding as of March 10, 2025, as reported in the Issuer's Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission on March 13, 2025.
SCHEDULE 13G
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| CUSIP No. | 35953C106 |
| 1 | Names of Reporting Persons
Ashley Lebowitz | ||||||||
| 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
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
197,500.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.17 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (1) The number of shares reported as beneficially owned as of April 9, 2025.
(2) This number includes shares held by the AA Trust, a trust over which Ashley Lebowitz serves as a co-trustee.
(3) Based on 113,941,865 shares of common stock of the Issuer outstanding as of March 10, 2025, as reported in the Issuer's Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission on March 13, 2025.
SCHEDULE 13G
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| CUSIP No. | 35953C106 |
| 1 | Names of Reporting Persons
The Lebowitz Family Stock, LLC | ||||||||
| 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
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
257,500.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.23 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: (1) The number of shares reported as beneficially owned as of April 9, 2025.
(2) Based on 113,941,865 shares of common stock of the Issuer outstanding as of March 10, 2025, as reported in the Issuer's Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission on March 13, 2025.
SCHEDULE 13G
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| CUSIP No. | 35953C106 |
| 1 | Names of Reporting Persons
Susan Pearlstein | ||||||||
| 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
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,500.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (1) The number of shares reported as beneficially owned as of April 9, 2025.
(2) Based on 113,941,865 shares of common stock of the Issuer outstanding as of March 10, 2025, as reported in the Issuer's Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission on March 13, 2025.
SCHEDULE 13G
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| CUSIP No. | 35953C106 |
| 1 | Names of Reporting Persons
Debra Paul | ||||||||
| 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
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (1) The number of shares reported as beneficially owned as of April 9, 2025.
(2) Based on 113,941,865 shares of common stock of the Issuer outstanding as of March 10, 2025, as reported in the Issuer's Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission on March 13, 2025.
SCHEDULE 13G
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| CUSIP No. | 35953C106 |
| 1 | Names of Reporting Persons
Kora Miri Silverberg | ||||||||
| 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
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
17,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.02 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (1) The number of shares reported as beneficially owned as of April 9, 2025.
(2) Based on 113,941,865 shares of common stock of the Issuer outstanding as of March 10, 2025, as reported in the Issuer's Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission on March 13, 2025.
SCHEDULE 13G
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| CUSIP No. | 35953C106 |
| 1 | Names of Reporting Persons
Isla Silverberg | ||||||||
| 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
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
17,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.02 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (1) The number of shares reported as beneficially owned as of April 9, 2025.
(2) Based on 113,941,865 shares of common stock of the Issuer outstanding as of March 10, 2025, as reported in the Issuer's Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission on March 13, 2025.
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
FTAI INFRASTRUCTURE INC. | |
| (b) | Address of issuer's principal executive offices:
1345 Avenue of the Americas, 45th Floor New York, NY 10105 | |
| Item 2. | ||
| (a) | Name of person filing:
Steven D. Lebowitz, Deborah P. Lebowitz, Lauren Lebowitz Salem, Robert Lebowitz, Kathryn Lebowitz Silverberg, Andrew Lebowitz, Ashley Lebowitz, The Lebowitz Family Stock, LLC, Kora Miri Silverberg, Isla Silverberg, Susan Pearlstein and Debra Paul (collectively, the "Reporting Persons").
The Reporting Persons have entered into a Joint Filing Agreement, which is attached hereto as Exhibit 99.1, pursuant to which the Reporting Persons have agreed to file this statement and any subsequent amendments hereto jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.
| |
| (b) | Address or principal business office or, if none, residence:
1333 Second Street, Suite 650
Santa Monica, CA 90401
| |
| (c) | Citizenship:
See responses to Item 4 on each cover page. | |
| (d) | Title of class of securities:
Common Stock, $0.01 par value | |
| (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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (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:
See responses to Item 9 on each cover page. | |
| (b) | Percent of class:
See responses to Item 11 on each cover page. | |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
See responses to Item 5 on each cover page.
| ||
| (ii) Shared power to vote or to direct the vote:
See responses to Item 6 on each cover page. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See responses to Item 7 on each cover page. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See responses to Item 8 on each cover page. | ||
| 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
| ||
| 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
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
Please see attached the statement in Exhibit 99.2. | ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| 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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