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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Fortress Operating Group Units (1) | (1) | 12/31/2010 | G | V | 3,487,300 | (1) | (1) | Class A Shares | 3,487,300 | $ 0 | 0 | I | By 2008 Grantor Retained Annuity Trust | ||
Fortress Operating Group Units (1) | (1) | 12/31/2010 | G | V | 3,487,300 | (1) | (1) | Class A Shares | 3,487,300 | $ 0 | 3,487,300 | I | By Family Trust (2) | ||
Fortress Operating Group Units (1) | (1) | 12/31/2010 | G | V | 248,660 | (1) | (1) | Class A Shares | 248,660 | $ 0 | 3,238,640 | I | By Family Trust (2) | ||
Fortress Operating Group Units (1) | (1) | (1) | (1) | Class A Shares | 50,691,964 | 50,691,964 | I | By LLC (3) | |||||||
Fortress Operating Group Units (1) | (1) | (1) | (1) | Class A Shares | 12,396,000 | 12,396,000 | I | By 2010 Grantor Retained Annuity Trust | |||||||
Fortress Operating Group Units (1) | (1) | 12/31/2010 | J(4) | 248,660 | (1) | (1) | Class A Shares | 248,660 | $ 5.56 | 248,660 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Briger Peter L JR C/O FORTRESS INVESTMENT GROUP LLC 1345 AVENUE OF THE AMERICAS, 46TH FLOOR NEW YORK, NY 10105 |
X | X | Principal and Director |
/s/ Peter L. Briger, Jr. | 01/04/2010 | |
**Signature of Reporting Person | Date | |
/s/ Peter L. Briger, Jr. for WAINSCOTT HOLDINGS, LLC | 01/04/2010 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | A "Fortress Operating Group Unit" represents one unit of limited partnership interest in each of Fortress Operating Entity I LP and Principal Holdings I LP. The Reporting Person has the right, exercisable from time to time, to exchange each Fortress Operating Group Unit for one Class A Share of Fortress Investment Group LLC ("FIG"); provided that one Class B Share of FIG (which represents no economic interest in FIG) is concurrently delivered to FIG for cancellation. These transactions were effected solely for estate-planning purposes. The Reporting Person did not sell or otherwise dispose of any Fortress Operating Group Units or Class A Shares in these transactions. The Reporting Person's ownership of FIG did not decrease as a result of these transactions. |
(2) | The Reporting Person disclaims beneficial ownership except to the extent of his pecuniary interest therein. |
(3) | Securities are held by Wainscott Holdings, LLC, formerly known as Brigfam AssetPro LLC. |
(4) | Securities were acquired by the Reporting Person in connection with a previous debt. |
Remarks: WAINSCOTT HOLDINGS, LLC |