FIG Buyer GP, LLC - 09 Aug 2024 Form 4 Insider Report for FTAI Infrastructure Inc. (FIP)

Reporting relationship: 10%+ Owner
Issuer ticker: FIP
Reported as of: 09 Aug 2024
Net transaction value: -$3,540,071
SEC form: 4
Accepted by SEC: 13 Aug 2024, 17:07:15 UTC
Prior SEC filing: 24 May 2024
Next SEC filing: 31 Mar 2025
Source filing: View source filing
Reporting owner signature: FIG BUYER GP, LLC, By: /s/ David N. Brooks, its Secretary

Key filing fact

FIG Buyer GP, LLC filed Form 4 for FTAI Infrastructure Inc. (FIP) on 13 Aug 2024.

Key facts

This page summarizes FIG Buyer GP, LLC's Form 4 filing for FTAI Infrastructure Inc. (FIP).
15 reported transactions and 7 derivative rows are listed below.
Accepted by SEC: 13 Aug 2024, 17:07.

Change

Previous filing in this sequence was filed on 24 May 2024.
Current net transaction value: -$3,540,071.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

FIP transaction

Common Stock, par value $0.01 per share

Exercise of in-the-money or at-the-money derivative security

Transaction value: $8,539
Shares: +4,379
Change %: +0.25%
Price: $1.95
Shares after: 1,740,045
Date: 09 Aug 2024
Ownership: See Footnotes
Footnotes: F1, F2

FIP transaction

Common Stock, par value $0.01 per share

Exercise of in-the-money or at-the-money derivative security

Transaction value: $2,817
Shares: +1,452
Change %: +0.08%
Price: $1.94
Shares after: 1,741,497
Date: 09 Aug 2024
Ownership: See Footnotes
Footnotes: F1, F2

FIP transaction

Common Stock, par value $0.01 per share

Exercise of in-the-money or at-the-money derivative security

Transaction value: $64,907
Shares: +33,457
Change %: +1.9%
Price: $1.94
Shares after: 1,774,954
Date: 09 Aug 2024
Ownership: See Footnotes
Footnotes: F1, F2

FIP transaction

Common Stock, par value $0.01 per share

Exercise of in-the-money or at-the-money derivative security

Transaction value: $1,050,713
Shares: +284,746
Change %: +16%
Price: $3.69
Shares after: 2,059,700
Date: 09 Aug 2024
Ownership: See Footnotes
Footnotes: F1, F2

FIP transaction

Common Stock, par value $0.01 per share

Exercise of in-the-money or at-the-money derivative security

Transaction value: $3,043,200
Shares: +960,000
Change %: +47%
Price: $3.17
Shares after: 3,019,700
Date: 09 Aug 2024
Ownership: See Footnotes
Footnotes: F1, F2

FIP transaction

Common Stock, par value $0.01 per share

Exercise of in-the-money or at-the-money derivative security

Transaction value: $325,591
Shares: +102,710
Change %: +3.4%
Price: $3.17
Shares after: 3,122,410
Date: 09 Aug 2024
Ownership: See Footnotes
Footnotes: F1, F2

FIP transaction

Common Stock, par value $0.01 per share

Exercise of in-the-money or at-the-money derivative security

Transaction value: $22,695,652
Shares: +8,695,652
Change %: +278%
Price: $2.61
Shares after: 11,818,062
Date: 09 Aug 2024
Ownership: See Footnotes
Footnotes: F1, F2

FIP transaction

Common Stock, par value $0.01 per share

Sale

Transaction value: $30,731,489
Shares: -3,399,501
Change %: -29%
Price: $9.04
Shares after: 8,418,561
Date: 09 Aug 2024
Ownership: See Footnotes
Footnotes: F1, F2, F3

FIP holding

Common Stock, par value $0.01 per share

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after: 757,340
Date: 09 Aug 2024
Ownership: See Footnotes
Footnotes: F2, F4

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

FIP transaction Derivative

Stock Option (right to buy)

Exercise of in-the-money or at-the-money derivative security

Transaction value: $0
Shares: -4,379
Change %: -100%
Price: $0.000000^*
Shares after: 0
Date: 09 Aug 2024
Ownership: See Footnotes
Underlying class: Common Stock, par value $0.01 per share
Underlying amount: 4,379
Exercise price: $1.95
Footnotes: F1, F2, F5

FIP transaction Derivative

Stock Option (right to buy)

Exercise of in-the-money or at-the-money derivative security

Transaction value: $0
Shares: -1,452
Change %: -100%
Price: $0.000000^*
Shares after: 0
Date: 09 Aug 2024
Ownership: See Footnotes
Underlying class: Common Stock, par value $0.01 per share
Underlying amount: 1,452
Exercise price: $1.94
Footnotes: F1, F2, F5

FIP transaction Derivative

Stock Option (right to buy)

Exercise of in-the-money or at-the-money derivative security

Transaction value: $0
Shares: -33,457
Change %: -100%
Price: $0.000000^*
Shares after: 0
Date: 09 Aug 2024
Ownership: See Footnotes
Underlying class: Common Stock, par value $0.01 per share
Underlying amount: 33,457
Exercise price: $1.94
Footnotes: F1, F2, F5

FIP transaction Derivative

Stock Option (right to buy)

Exercise of in-the-money or at-the-money derivative security

Transaction value: $0
Shares: -284,746
Change %: -89%
Price: $0.000000
Shares after: 35,593
Date: 09 Aug 2024
Ownership: See Footnotes
Underlying class: Common Stock, par value $0.01 per share
Underlying amount: 284,746
Exercise price: $3.69
Footnotes: F1, F2, F5, F6

FIP transaction Derivative

Stock Option (right to buy)

Exercise of in-the-money or at-the-money derivative security

Transaction value: $0
Shares: -960,000
Change %: -89%
Price: $0.000000
Shares after: 120,000
Date: 09 Aug 2024
Ownership: See Footnotes
Underlying class: Common Stock, par value $0.01 per share
Underlying amount: 960,000
Exercise price: $3.17
Footnotes: F1, F2, F5, F6

FIP transaction Derivative

Stock Option (right to buy)

Exercise of in-the-money or at-the-money derivative security

Transaction value: $0
Shares: -102,710
Change %: -89%
Price: $0.000000
Shares after: 12,838
Date: 09 Aug 2024
Ownership: See Footnotes
Underlying class: Common Stock, par value $0.01 per share
Underlying amount: 102,710
Exercise price: $3.17
Footnotes: F1, F2, F5, F6

FIP transaction Derivative

Stock Option (right to buy)

Exercise of in-the-money or at-the-money derivative security

Transaction value: $0
Shares: -8,695,652
Change %: -80%
Price: $0.000000
Shares after: 2,173,913
Date: 09 Aug 2024
Ownership: See Footnotes
Underlying class: Common Stock, par value $0.01 per share
Underlying amount: 8,695,652
Exercise price: $2.61
Footnotes: F1, F2, F7

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

FIG Buyer GP, LLC is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 7 footnotes

Footnote F1

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.

Footnote 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.

Footnote F3

On August 9, 2024, FIG exercised options to purchase an aggregate of 11,818,062 shares of the Issuer's common stock at various prices as reported in the two Forms 4 filed on the date hereof. These options were net settled, resulting in the Issuer's withholding of 3,399,501 of the option shares for the exercise prices and issuing to FIG the remaining 8,418,561 shares.

Footnote F4

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.

Footnote F5

These options are fully vested and exercisable, provided that FIG's right to exercise them is suspended in connection with those tandem awards held by certain directors and officers of the Issuer, subject to the terms of such awards.

Footnote F6

Reflects the cancellation of certain options in connection with the exercise of corresponding tandem awards by an officer of the Issuer.

Footnote F7

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, provided that FIG's right to exercise them is suspended in connection with those tandem awards held by certain directors and officers of the Issuer, subject to the terms of such awards.

SEC remarks

Due to the limitation on the number of transactions that can be reported on a single Form 4, this Form 4 is the second of two being filed by the reporting persons on the date hereof.