| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Fortress Net Lease REIT [ N/A ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/01/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class D Common Shares of Beneficial Interest | 07/01/2024 | P | 387,254 | A | $10.0709 | 5,517,946 | D(1) | |||
| Class D Common Shares of Beneficial Interest | 07/01/2024 | P | 0 | A | $0 | 5,517,946 | I | See Footnote 1 | ||
| Class D Common Shares of Beneficial Interest | 07/01/2024 | P | 0 | A | $0 | 5,517,946 | I | See Footnote 1 | ||
| Class D Common Shares of Beneficial Interest | 07/01/2024 | P | 0 | A | $0 | 5,517,946 | I | See Footnote 1 | ||
| Class D Common Shares of Beneficial Interest | 07/01/2024 | P | 0 | A | $0 | 5,517,946 | I | See Footnote 1 | ||
| Class D Common Shares of Beneficial Interest | 07/01/2024 | P | 0 | A | $0 | 5,517,946 | I | See Footnote 1 | ||
| Class D Common Shares of Beneficial Interest | 07/01/2024 | P | 0 | A | $0 | 5,517,946 | I | See Footnote 1 | ||
| Class D Common Shares of Beneficial Interest | 07/01/2024 | P | 0 | A | $0 | 5,517,946 | I | See Footnote 1 | ||
| Class D Common Shares of Beneficial Interest | 07/01/2024 | J(2) | 1,667 | A | $0(2) | 5,519,614 | D(1) | |||
| Class D Common Shares of Beneficial Interest | 07/01/2024 | J(2) | 0 | A | $0(2) | 5,519,614 | I | See Footnote 1 | ||
| Class D Common Shares of Beneficial Interest | 07/01/2024 | J(2) | 0 | A | $0(2) | 5,519,614 | I | See Footnote 1 | ||
| Class D Common Shares of Beneficial Interest | 07/01/2024 | J(2) | 0 | A | $0(2) | 5,519,614 | I | See Footnote 1 | ||
| Class D Common Shares of Beneficial Interest | 07/01/2024 | J(2) | 0 | A | $0(2) | 5,519,614 | I | See Footnote 1 | ||
| Class D Common Shares of Beneficial Interest | 07/01/2024 | J(2) | 0 | A | $0(2) | 5,519,614 | I | See Footnote 1 | ||
| Class D Common Shares of Beneficial Interest | 07/01/2024 | J(2) | 0 | A | $0(2) | 5,519,614 | I | See Footnote 1 | ||
| Class D Common Shares of Beneficial Interest | 07/01/2024 | J(2) | 0 | A | $0(2) | 5,519,614 | I | See Footnote 1 | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. The reported securities are directly owned by Tiedemann Advisors, LLC ("Tiedemann") and may be deemed to be beneficially owned by each of: (i) TTC Multi-Strategy Fund QP, LP, a private investment fund for which Tiedemann serves as the investment manager ("TTC Fund"); (ii) Tiedemann Advisors GP, LLC, as general partner of the TTC Fund; and (iii) each of the following parent companies of Tiedemann, (A) AlTi Wealth Management Holdings, LLC; (B) AlTi Global Holdings, LLC; (C) AlTi Global Topco Limited; (D) AlTi Global Capital, LLC; and (E) AlTi Global, Inc. (collectively, the "Reporting Persons"). Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
| 2. The Reporting Persons acquired these Class D Common Shares of Beneficial Interest, par value $0.01 per share (the "Class D Shares") via an automatic conversion by the Issuer of shares of another class of the Issuer's securities beneficially owned by the Reporting Persons pursuant to the application of a fee waiver by the Issuer. No consideration was paid by any of the Reporting Persons for the additional Class D Shares acquired by them pursuant to such conversion. |
| Tiedemann Advisors, LLC, By: /s/ Whitney Fogle Lewis, Name: Whitney Fogle Lewis, Title: Authorized Signatory | 12/11/2024 | |
| TTC Multi-Strategy Fund QP, LP, By: /s/ Whitney Fogle Lewis, Name: Whitney Fogle Lewis, Title: Authorized Signatory | 12/11/2024 | |
| Tiedemann Advisors GP, LLC, By: /s/ Whitney Fogle Lewis, Name: Whitney Fogle Lewis, Title: Authorized Signatory | 12/11/2024 | |
| AlTi Wealth Management Holdings, LLC, By: /s/ Colleen Graham, Name: Colleen Graham, Title: Authorized Signatory | 12/11/2024 | |
| AlTi Global Holdings, LLC, By: /s/ Colleen Graham, Name: Colleen Graham, Title: Authorized Signatory | 12/11/2024 | |
| AlTi Global Topco Limited, By: /s/ Colleen Graham, Name: Colleen Graham, Title: Authorized Signatory | 12/11/2024 | |
| AlTi Global Capital, LLC, By: /s/ Colleen Graham, Name: Colleen Graham, Title: Authorized Signatory | 12/11/2024 | |
| AlTi Global, Inc., By: /s/ Colleen Graham, Name: Colleen Graham, Title: Authorized Signatory | 12/11/2024 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
