SEC Form 4 · accession 0001209191-17-067440
Fortress Investment Group LLC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Daniel Bass
Officer — Chief Financial Officer
Period of report
Dec 27, 2017
Accepted (ET)
Dec 27, 2017 · 5:38 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 | 112,884 | — | D | 0 | D | |
| Class A SharesF1 | Dec 27, 2017 | D | 38,000 | — | D | 0 | I | Daniel N. Bass Insurance Trust |
| Class A SharesF1 | Dec 27, 2017 | D | 225,000 | — | D | 0 | I | 2016 Grantor Annuity Trust |
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 | 398,080 | D | — | — | Class A Shares | 398,080 | 0 | D |
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 stock 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.