FIG Buyer GP, LLC - May 14, 2024 Form 3 Insider Report for FTAI Infrastructure Inc. (FIP)

Role
10%+ Owner
Signature
FIG BUYER GP, LLC, By: /s/ David N. Brooks, its Secretary
Stock symbol
FIP
Transactions as of
May 14, 2024
Transactions value $
$0
Form type
3
Date filed
5/24/2024, 03:55 PM
Next filing
Aug 13, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding FIP Common Stock, par value $0.01 per share 757K May 14, 2024 See Footnotes F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding FIP Stock Option (right to buy) May 14, 2024 Common Stock, par value $0.01 per share 560K $2.28 See Footnotes F2, F3, F4
holding FIP Stock Option (right to buy) May 14, 2024 Common Stock, par value $0.01 per share 101K $1.91 See Footnotes F2, F3, F4
holding FIP Stock Option (right to buy) May 14, 2024 Common Stock, par value $0.01 per share 400K $1.80 See Footnotes F2, F3, F4
holding FIP Stock Option (right to buy) May 14, 2024 Common Stock, par value $0.01 per share 60K $1.80 See Footnotes F2, F3, F4
holding FIP Stock Option (right to buy) May 14, 2024 Common Stock, par value $0.01 per share 550K $2.03 See Footnotes F2, F3, F4
holding FIP Stock Option (right to buy) May 14, 2024 Common Stock, par value $0.01 per share 1.8K $1.51 See Footnotes F2, F3, F4
holding FIP Stock Option (right to buy) May 14, 2024 Common Stock, par value $0.01 per share 598 $1.50 See Footnotes F2, F3, F4
holding FIP Stock Option (right to buy) May 14, 2024 Common Stock, par value $0.01 per share 567 $1.53 See Footnotes F2, F3, F4
holding FIP Stock Option (right to buy) May 14, 2024 Common Stock, par value $0.01 per share 563 $1.53 See Footnotes F2, F3, F4
holding FIP Stock Option (right to buy) May 14, 2024 Common Stock, par value $0.01 per share 550 $1.58 See Footnotes F2, F3, F4
holding FIP Stock Option (right to buy) May 14, 2024 Common Stock, par value $0.01 per share 7.6K $1.77 See Footnotes F2, F3, F4
holding FIP Stock Option (right to buy) May 14, 2024 Common Stock, par value $0.01 per share 543 $1.74 See Footnotes F2, F3, F4
holding FIP Stock Option (right to buy) May 14, 2024 Common Stock, par value $0.01 per share 1.59K $1.78 See Footnotes F2, F3, F4
holding FIP Stock Option (right to buy) May 14, 2024 Common Stock, par value $0.01 per share 508 $1.82 See Footnotes F2, F3, F4
holding FIP Stock Option (right to buy) May 14, 2024 Common Stock, par value $0.01 per share 1.56K $1.79 See Footnotes F2, F3, F4
holding FIP Stock Option (right to buy) May 14, 2024 Common Stock, par value $0.01 per share 2.07K $1.80 See Footnotes F2, F3, F4
holding FIP Stock Option (right to buy) May 14, 2024 Common Stock, par value $0.01 per share 1.98K $1.90 See Footnotes F2, F3, F4
holding FIP Stock Option (right to buy) May 14, 2024 Common Stock, par value $0.01 per share 5.56K $2.04 See Footnotes F2, F3, F4
holding FIP Stock Option (right to buy) May 14, 2024 Common Stock, par value $0.01 per share 6.96K $2.05 See Footnotes F2, F3, F4
holding FIP Stock Option (right to buy) May 14, 2024 Common Stock, par value $0.01 per share 6.53K $2.05 See Footnotes F2, F3, F4
holding FIP Stock Option (right to buy) May 14, 2024 Common Stock, par value $0.01 per share 2.86K $2.06 See Footnotes F2, F3, F4
holding FIP Stock Option (right to buy) May 14, 2024 Common Stock, par value $0.01 per share 1.43K $2.07 See Footnotes F2, F3, F4
holding FIP Stock Option (right to buy) May 14, 2024 Common Stock, par value $0.01 per share 2.39K $2.06 See Footnotes F2, F3, F4
holding FIP Stock Option (right to buy) May 14, 2024 Common Stock, par value $0.01 per share 1.41K $2.10 See Footnotes F2, F3, F4
holding FIP Stock Option (right to buy) May 14, 2024 Common Stock, par value $0.01 per share 2.91K $2.03 See Footnotes F2, F3, F4
holding FIP Stock Option (right to buy) May 14, 2024 Common Stock, par value $0.01 per share 2.95K $2.02 See Footnotes F2, F3, F4
holding FIP Stock Option (right to buy) May 14, 2024 Common Stock, par value $0.01 per share 1.46K $2.03 See Footnotes F2, F3, F4
holding FIP Stock Option (right to buy) May 14, 2024 Common Stock, par value $0.01 per share 940 $2.01 See Footnotes F2, F3, F4
holding FIP Stock Option (right to buy) May 14, 2024 Common Stock, par value $0.01 per share 1.84K $2.05 See Footnotes F2, F3, F4
holding FIP Stock Option (right to buy) May 14, 2024 Common Stock, par value $0.01 per share 7.53K $2.01 See Footnotes F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 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.
F3 These options are fully vested and exercisable.
F4 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 (f/k/a FIG Corp.), 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 is the sole member of FIG Parent. FIG Buyer is the general partner of Foundation Holdco.

Remarks:

Due to the limitation on the number of transactions that can be reported on a single Form 3, this Form 3 is the first of two being filed by the reporting persons on the date hereof. Fortress Investment Group and certain of its affiliates (the "Other Fortress Entities", and together with Fortress Investment Group, "Fortress") filed a Form 3 on May 10, 2024 reporting their beneficial ownership in Issuer securities. On May 14, 2024, pursuant to an internal reorganization (the "Internal Reorganization") consummated in connection with a series of transactions involving Fortress management, Mubadala Investment Company ("Mubadala") and SoftBank Group Corp., in which Fortress management and a consortium led by Mubadala's wholly owned asset management subsidiary Mubadala Capital, indirectly acquired all of the economic interest in Fortress Investment Group (the "Mubadala Transaction"), the Reporting Persons may be deemed to have acquired beneficial ownership of the securities beneficially owned by Fortress Investment Group at the time of the Mubadala Transaction reported herein. This Form 3 represents an initial Form 3 filed by the Reporting Persons with respect to their beneficial ownership of the securities reported herein. The Other Fortress Entities have separately filed a Form 3 reporting their beneficial ownership in Issuer securities. The Reporting Persons intend to file any future required Section 16 reports jointly with the Other Fortress Entities, if applicable.