SEC Form 4 · accession 0001209191-17-067436
Fortress Investment Group LLC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Peter L Briger Jr.
Officer — Principal · Director · 10% Owner
Period of report
Dec 27, 2017
Accepted (ET)
Dec 27, 2017 · 5:30 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001380393
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A SharesF1 | Dec 27, 2017 | D | 924,926 | — | D | 0 | I | FPB Management LP |
| Class A SharesF1 | Dec 27, 2017 | D | 2,998,875 | — | D | 0 | D | |
| Class A SharesF1 | Dec 27, 2017 | D | 5 | — | D | 0 | I | As UGMA custodian for William Briger |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Share UnitsF2,F4,F5 | — | Dec 27, 2017 | D | 670,967 | D | — | — | Class A Shares | 670,967 | 0 | D |
| FOGUsF6 | — | Dec 27, 2017 | D | 7,397,290 | D | — | — | Class A Shares | 7,397,290 | 0 | D |
| FOGUsF6 | — | Dec 27, 2017 | D | 3,428,000 | D | — | — | Class A Shares | 3,428,000 | 0 | I |
| FOGUsF6 | — | Dec 27, 2017 | D | 3,238,640 | D | — | — | Class A Shares | 3,238,640 | 0 | I |
| FOGUsF6 | — | Dec 27, 2017 | D | 16,738,579 | D | — | — | Class A Shares | 16,738,579 | 0 | I |
| FOGUsF6 | — | Dec 27, 2017 | D | 29,348,909 | D | — | — | Class A Shares | 29,348,909 | 0 | I |
Explanation of responses
- F1Disposed of pursuant to the Agreement and Plan of Merger, dated as of February 14, 2017, as amended by Amendment No. 1, dated as of July 7, 2017 ("Merger Agreement"), by and among the issuer, SB Foundation Holdings LP. ("Parent") and Foundation Acquisition LLC, a wholly owned subsidiary of Parent, pursuant to which each of the issuer's outstanding Class A shares were converted into the right to receive $8.08 in cash, without interest, less any applicable taxes required to be withheld.
- F2Each Restricted Share Unit represented a contingent right to one Class A Share.
- F3Disposed of pursuant to the Merger Agreement, pursuant to which each Restricted Share Unit relating to the issuer's Class A shares, whether vested but not yet delivered or unvested, that was outstanding immediately prior to the effective time of the merger was cancelled and converted as of the effective time of the merger into the right of the holder thereof to receive a cash payment equal to the per-share merger consideration of $8.08, without interest, less any applicable withholding taxes.
- F4See Issuer Proxy statement for information on vesting dates.
- F5The rights attaching to Restricted Share Units generally terminate upon termination of employment.
- F6A "Fortress Operating Group Unit", or "FOGU", represented one limited partner interest in each of Fortress Operating Entity I LP, FOE II (NEW) LP and Principal Holdings I LP. The Reporting Person had the right, exercisable from time to time, to exchange each FOGU for one Class A share of the Company, provided, that one Class B share of the Company (which had no economic interest in the Company) was concurrently delivered to the Company for cancellation. The Reporting Person owned Class B shares in the same amount as the Reporting Person's FOGUs. Such shares did not represent an economic interest in the Company and are not separately reported herein. The FOGUs had no expiration date.
- F7Disposed of pursuant to the Founders Agreement, dated as of February 14, 2017, as amended ("Founders Agreement"), by and among the issuer, Parent, FIG Corp., a wholly owned subsidiary of the issuer ("OP Buyer"), FIG Asset Co. LLC, a wholly owned subsidiary of the issuer ("PH Buyer", and together with OP Buyer, the "Buyers"), and each of the reporting person, Wesley Edens, Principal and Co-Chairman of the issuer, and Randal Nardone, Chief Executive Officer, Principal and Director of the issuer, and their related parties (collectively, the "Sellers") that owned FOGUs, pursuant to which the Buyers purchased from the Sellers each outstanding FOGU not already owned by the issuer and its subsidiaries for $7.79 in cash (representing the agreed $8.08 purchase price per FOGU, as reduced pursuant to and in accordance with the Founders Agreement for excess distributions in the amount of $0.29 per FOGU made since the date of the Founders Agreement).