SEC Form 4 · accession 0001209191-17-067450

Fortress Investment Group LLC

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

Reporting owner

Officer — Principal Accounting Officer

Period of report

Dec 27, 2017

Accepted (ET)

Dec 27, 2017 · 5:52 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	123,904	—	D	0	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Restricted Share Units^F2,F4,F5	—	Dec 27, 2017	D	210,634	D	—	—	Class A Shares	210,634	0	D

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.