FTAI Infrastructure Form 3 Initial statement of insider ownership

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Fortress Investment Group LLC

(Last)

(First)

(Middle)

1345 AVENUE OF THE AMERICAS, 46TH FLOOR

(Street)

NEW YORK

10105

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/02/2024

3. Issuer Name and Ticker or Trading Symbol
FTAI Infrastructure Inc. [ FIP ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (right to buy)	⁽¹⁾	08/28/2030	Common Stock, par value $0.01 per share	4,379	1.95	I	See Footnotes⁽²⁾⁽³⁾
Stock Option (right to buy)	⁽¹⁾	08/31/2030	Common Stock, par value $0.01 per share	1,452	1.94	I	See Footnotes⁽²⁾⁽³⁾
Stock Option (right to buy)	⁽¹⁾	09/01/2030	Common Stock, par value $0.01 per share	33,457	1.94	I	See Footnotes⁽²⁾⁽³⁾
Stock Option (right to buy)	⁽¹⁾	03/25/2031	Common Stock, par value $0.01 per share	355,932⁽⁴⁾	3.69	I	See Footnotes⁽²⁾⁽³⁾
Stock Option (right to buy)	⁽¹⁾	09/14/2031	Common Stock, par value $0.01 per share	1,200,000⁽⁴⁾	3.17	I	See Footnotes⁽²⁾⁽³⁾
Stock Option (right to buy)	⁽¹⁾	10/12/2031	Common Stock, par value $0.01 per share	128,386⁽⁴⁾	3.17	I	See Footnotes⁽²⁾⁽³⁾
Stock Option (right to buy)	⁽⁵⁾	08/01/2032	Common Stock, par value $0.01 per share	10,869,565⁽⁴⁾	2.61	I	See Footnotes⁽²⁾⁽³⁾

1. Name and Address of Reporting Person^*

Fortress Investment Group LLC

(Last)

(First)

(Middle)

1345 AVENUE OF THE AMERICAS, 46TH FLOOR

(Street)

NEW YORK

10105

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

FIG Corp.

(Last)

(First)

(Middle)

1345 AVENUE OF THE AMERICAS, 46TH FLOOR

(Street)

NEW YORK

10105

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Fortress Operating Entity I LP

(Last)

(First)

(Middle)

1345 AVENUE OF THE AMERICAS, 46TH FLOOR

(Street)

NEW YORK

10105

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

FIG LLC

(Last)

(First)

(Middle)

1345 AVENUE OF THE AMERICAS, 46TH FLOOR

(Street)

NEW YORK

10105

(City)

(State)

(Zip)

Explanation of Responses:

1. These options are fully vested and exercisable.

2. Reflects securities held directly by FIG LLC, a Delaware limited liability company ("FIG"). Fortress Operating Entity I LP, a Delaware limited partnership ("FOE I"), is the owner of all of the issued and outstanding interests of FIG. FIG Corp., a Delaware corporation, is the general partner of FOE I. FIG Corp. is wholly-owned by Fortress Investment Group LLC, a Delaware limited liability company.

3. Each reporting person disclaims beneficial ownership of all reported securities except to the extent of its pecuniary interest therein and the inclusion of the securities in this report shall not be deemed to be an admission of beneficial ownership of the reported securities for the purposes of Section 16 or otherwise.

4. FIG has agreed not to exercise a portion of these options pursuant to the terms of certain tandem awards held by certain directors and officers of the Issuer, subject to the terms of such awards.

5. Upon grant (August 1, 2022), such options were fully vested and become exercisable over a 30-month period in monthly installments beginning on the first of each month following the month in which the options were granted.

Remarks:

Due to the limitation on the number of transactions that can be reported on a single Form 3, this Form 3 is the second of two being filed by the reporting persons on the date hereof.

	FORTRESS INVESTMENT GROUP LLC, By: /s/ David N. Brooks, its Secretary	05/10/2024
	FIG Corp., By: /s/ David N. Brooks, its Secretary	05/10/2024
	FORTRESS OPERATING ENTITY I LP, By: FIG Corp., its general partner, By: /s/ David N. Brooks, its Secretary	05/10/2024
	FIG LLC, By: /s/ David N. Brooks, its Secretary	05/10/2024
	** 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 5 (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.

FTAI Infrastructure (FIP) Form 3Initial statement of insider ownership