SEC Form 4 · accession 0001209191-17-067444

Fortress Investment Group LLC

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Wesley R Edens

Officer — Principal · Director · 10% Owner

Period of report

Dec 27, 2017

Accepted (ET)

Dec 27, 2017 · 5:42 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 Shares^F1	Dec 27, 2017	D	286,711	—	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Restricted Share Units^F2,F4,F5	—	Dec 27, 2017	D	173,421	D	—	—	Class A Shares	173,421	D
FOGUs^F6	—	Dec 27, 2017	D	43,602,043	D	—	—	Class A Shares	43,602,043	D
FOGUs^F6	—	Dec 27, 2017	D	10,806,318	D	—	—	Class A Shares	10,806,318	I
FOGUs^F6	—	Dec 27, 2017	D	8,685,036	D	—	—	Class A Shares	8,685,036	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 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.
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 Peter Briger, Principal and Co-Chairman of the issuer, the Reporting Person, 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).