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, 04:00 PM
Next filing: Aug 13, 2024

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

Type	Sym	Class	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	4.38K	$1.95	See Footnotes	F1, F2, F3
holding	FIP	Stock Option (right to buy)	May 14, 2024	Common Stock, par value $0.01 per share	1.45K	$1.94	See Footnotes	F1, F2, F3
holding	FIP	Stock Option (right to buy)	May 14, 2024	Common Stock, par value $0.01 per share	33.5K	$1.94	See Footnotes	F1, F2, F3
holding	FIP	Stock Option (right to buy)	May 14, 2024	Common Stock, par value $0.01 per share	356K	$3.69	See Footnotes	F1, F2, F3, F4
holding	FIP	Stock Option (right to buy)	May 14, 2024	Common Stock, par value $0.01 per share	1.2M	$3.17	See Footnotes	F1, F2, F3, F4
holding	FIP	Stock Option (right to buy)	May 14, 2024	Common Stock, par value $0.01 per share	128K	$3.17	See Footnotes	F1, F2, F3, F4
holding	FIP	Stock Option (right to buy)	May 14, 2024	Common Stock, par value $0.01 per share	10.9M	$2.61	See Footnotes	F2, F3, F4, F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	These options are fully vested and exercisable.
F2	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.
F3	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.
F4	FIG has agreed not to exercise a portion of these options pursuant to the terms of certain tandem awards held by certain directors and officers of the Issuer, subject to the terms of such awards.
F5	Upon grant (August 1, 2022), such options were fully vested and become exercisable over a 30-month period in monthly installments beginning on the first of each month following the month in which the options were granted.

Remarks:

Due to the limitation on the number of transactions that can be reported on a single Form 3, this Form 3 is the second 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.