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

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1. Name and Address of Reporting Person* FIG Buyer GP, LLC (Last) (First) (Middle) 1345 AVENUE OF THE AMERICAS, 46TH FLOOR (Street) NEW YORK NY 10105 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/14/2024	3. Issuer Name and Ticker or Trading Symbol NEXTNAV INC. [ NN ]
		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)
Common stock, par value $0.0001 per share	2,500,000	I	See Footnotes(1)(3)(5)(6)(7)(8)
Common stock, par value $0.0001 per share	11,678,054	I	See Footnotes(2)(4)(5)(6)(7)(8)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* FIG Buyer GP, LLC (Last) (First) (Middle) 1345 AVENUE OF THE AMERICAS, 46TH FLOOR (Street) NEW YORK NY 10105 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Foundation Holdco LP (Last) (First) (Middle) 1345 AVENUE OF THE AMERICAS, 46TH FLOOR (Street) NEW YORK NY 10105 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* FIG Parent, LLC (Last) (First) (Middle) 1345 AVENUE OF THE AMERICAS, 46TH FLOOR (Street) NEW YORK NY 10105 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* FINCO I LLC (Last) (First) (Middle) 1345 AVENUE OF THE AMERICAS, 46TH FLOOR (Street) NEW YORK NY 10105 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* FINCO I Intermediate Holdco LLC (Last) (First) (Middle) 1345 AVENUE OF THE AMERICAS, 46TH FLOOR (Street) NEW YORK NY 10105 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Held directly by CF NNAV-P LLC ("CF NNAV-P").

2. Held directly by CF NNAV-E LLC ("CF NNAV-E").

3. FCOF V UB Investments L.P., a Cayman Islands limited partnership ("FCOF V UB"), is the majority member of CF NNAV-P. Fortress Credit Opportunities Fund V(A) L.P., a Cayman limited partnership ("FCOF V(A)"), Fortress Credit Opportunities Fund V(B) L.P., a Cayman limited partnership ("FCOF V(B)"), Fortress Credit Opportunities Fund V(C) L.P., a Cayman limited partnership ("FCOF V(C)"), Fortress Credit Opportunities Fund V(D) L.P., a Cayman limited partnership ("FCOF V(D)"), Fortress Credit Opportunities Fund V(E) L.P., a Delaware limited partnership ("FCOF V(E)") and Fortress Credit Opportunities Fund V(G) L.P., a Cayman limited partnership ("FCOF V(G)"), collectively hold a 100% interest in FCOF V UB Investments.

4. FCOF V UST LLC, a Delaware limited liability company ("FCOF V UST") is the majority member of CF NNAV-E. FCOF V CDG Investments LLC, a Delaware limited liability company ("FCOF V CDG Investments"), is the majority member of FCOF V UST. FCOF V(G) is the majority member of FCOF V CDG Investments.

5. FCO Fund V GP LLC, a Delaware limited liability company ("FCO Fund V GP") is the general partner of FCOF V(A), FCOF V(B), FCOF V(C), FCOF V(D), FCOF V(E) and FCOF V(G). Fortress Credit Opportunities V Advisors LLC, a Delaware limited liability company ("FCO V Advisors"), is the investment advisor of FCOF V(A), FCOF V(B), FCOF V(D), FCOF V(E) and FCOF V(G). Fortress Credit Opportunities V-C Advisors LLC, a Delaware limited liability company ("FCO V-C Advisors") is the investment advisor of FCOF V(C).

6. FIG LLC, a Delaware limited liability company ("FIG") holds all of the interests in FCO V Advisors and FCO V-C Advisors. Hybrid GP Holdings (Cayman) LLC, a Delaware limited liability company ("Hybrid GP Holdings (Cayman)") holds all of the interests in FCO Fund V GP. Hybrid GP Holdings LLC, a Delaware limited liability company ("Hybrid GP Holdings") holds all of the interests in Hybrid GP Holdings (Cayman).

7. Fortress Operating Entity I LP, a Delaware limited partnership ("FOE I"), is the managing member of Hybrid GP Holdings, and the owner of all of the issued and outstanding interests of FIG. FIG Blue LLC (f/k/a FIG Corp.), a Delaware limited liability company ("FIG Blue"), is the general partner of FOE I. FIG Blue is wholly-owned by Fortress Investment Group LLC, a Delaware limited liability company ("Fortress Investment Group"). FINCO I Intermediate Holdco LLC, a Delaware limited liability company ("FINCO I IH"), is the sole member of Fortress Investment Group. FINCO I LLC, a Delaware limited liability company, is the sole member of FINCO I IH. FIG Parent, LLC, a Delaware limited liability company ("FIG Parent"), is the sole member of FINCO I LLC. Foundation Holdco LP, a Delaware limited partnership ("Foundation Holdco"), is the sole member of FIG Parent. FIG Buyer GP, LLC, a Delaware limited liability company is the general partner of Foundation Holdco.

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

Remarks:

Fortress Investment Group and certain of its affiliates (the "Other Fortress Entities", and together with Fortress Investment Group, "Fortress") filed a Form 3 on October 28, 2021, as amended, reporting their beneficial ownership in the securities described herein. On May 14, 2024, pursuant to an internal reorganization (the "Internal Reorganization") consummated in connection with a series of transactions involving Fortress management, Mubadala Investment Company ("Mubadala") and SoftBank Group Corp., in which Fortress management and a consortium led by Mubadala's wholly owned asset management subsidiary Mubadala Capital, indirectly acquired all of the economic interest in Fortress Investment Group (the "Mubadala Transaction"), the Reporting Persons may be deemed to have acquired beneficial ownership of the securities beneficially owned by Fortress Investment Group at the time of the Mubadala Transaction reported herein. This Form 3 represents an initial Form 3 filed by the Reporting Persons with respect to their beneficial ownership of the securities reported herein. The Other Fortress Entities have separately filed a Form 3 reporting their beneficial ownership in Issuer securities. The Reporting Persons intend to file any future required Section 16 reports jointly with the Other Fortress Entities, if applicable.

	FIG BUYER GP, LLC, By: /s/ David N. Brooks, its Secretary	05/24/2024
	FOUNDATION HOLDCO LP, By: FIG Buyer GP, LLC, its general partner, By: /s/ David N. Brooks, its Secretary	05/24/2024
	FIG PARENT, LLC, By: /s/ David N. Brooks, its Secretary	05/24/2024
	FINCO I LLC, By: /s/ David N. Brooks, its Secretary	05/24/2024
	FINCO I INTERMEDIATE HOLDCO LLC, By: /s/ David N. Brooks, its Secretary	05/24/2024
	** Signature of Reporting Person	Date
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