SEC Form 4

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Fortress Investment Group LLC (Last) (First) (Middle) 1345 AVENUE OF THE AMERICAS, 46TH FLOOR (Street) NEW YORK NY 10105 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Brookdale Senior Living Inc. [ BKD ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 11/13/2009
	4. 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 Acquired, Disposed of, or Beneficially Owned
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
Common Stock	11/13/2009		S		9,102,708	D	$15.52	0	I	FRIT Holdings LLC(1)(2)
Common Stock	11/13/2009		S		7,791,859	D	$15.52	15,871,424	I	Fort GB Holdings LLC(1)(3)
Common Stock	11/13/2009		S		444,317	D	$15.52	905,042	I	FABP (GAGACQ) LP(1)(3)
Common Stock	11/13/2009		S		826,292	D	$15.52	0	I	FBIF Holdings LLC(1)(4)
Common Stock	11/13/2009		S		38,064	D	$15.52	74,436	I	Drawbridge DSO Securities LLC(1)(5)
Common Stock	11/13/2009		S		1,760	D	$15.52	10,740	I	Drawbridge OSO Securities LLC(1)(5)
Common Stock								3,026,435	I	Fortress Investment Fund IV (Fund A) L.P.(1)(6)
Common Stock								1,222,077	I	Fortress Investment Fund IV (Fund B) L.P.(1)(6)
Common Stock								289,968	I	Fortress Investment Fund IV (Fund C) L.P.(1)(6)
Common Stock								1,810,004	I	Fortress Investment Fund IV (Fund D) L.P.(1)(6)
Common Stock								211,916	I	Fortress Investment Fund IV (Fund E) L.P.(1)(6)
Common Stock								95,084	I	Fortress Investment Fund IV (Fund F) L.P.(1)(6)
Common Stock								114,081	I	Fortress Investment Fund IV (Fund G) L.P.(1)(6)
Common Stock								790,673	I	Fortress Investment Fund IV (Coinvestment Fund A) L.P.(1)(6)
Common Stock								492,823	I	Fortress Investment Fund IV (Coinvestment Fund B) L.P.(1)(6)
Common Stock								98,164	I	Fortress Investment Fund IV (Coinvestment Fund C) L.P.(1)(6)
Common Stock								473,183	I	Fortress Investment Fund IV (Coinvestment Fund D) L.P.(1)(6)
Common Stock								40,635	I	Fortress Investment Fund IV (Coinvestment Fund F) L.P.(1)(6)
Common Stock								135,391	I	Fortress Investment Fund IV (Coinvestment Fund G) L.P.(1)(6)
Common Stock								8,793,392	I	Fortress RIC Coinvestment Fund LP(1)(7)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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* Fortress Investment Group 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* FIG 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* FIG Corp. (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* Fortress Operating Entity I 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* FORTRESS FUND MM II 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. 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 purposes of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16"), or otherwise.

2. FRIT Holdings LLC is wholly-owned by Fortress Investment Fund Sister Company LLC. Fortress Fund MM LLC is the managing member of Fortress Investment Fund Sister Company LLC. FIG LLC is the sole managing member of Fortress Fund MM LLC. Fortress Operating Entity I LP ("FOE I") is the sole managing member of FIG LLC. FIG Corp. is the general partner of FOE I, and FIG Corp. is wholly-owned by FIG.

3. Fort GB Holdings LLC is a wholly-owned subsidiary of Fortress (GAGACQ) LLC. Fortress Fund MM II LLC is the managing member of Fortress (GAGACQ) LLC and the general partner of FABP (GAGACQ) LP. FIG LLC is the sole managing member of Fortress Fund MM II LLC. FOE I is the sole managing member of FIG LLC. FIG Corp. is the general partner of FOE I, and FIG Corp. is wholly-owned by FIG.

4. FIG Advisors LLC is the investment manager of FBIF Holdings LLC. FIG Advisors LLC is a wholly-owned subsidiary of FIG LLC. FOE I is the sole managing member of FIG LLC. FIG Corp. is the general partner of FOE I, and FIG Corp. is wholly-owned by FIG.

5. Drawbridge DSO Securities LLC is a wholly-owned subsidiary of Drawbridge Special Opportunities Fund LP ("Drawbridge LP"). Drawbridge OSO Securities LLC is a wholly-owned subsidiary of Drawbridge Special Opportunities Fund Ltd. ("Drawbridge Ltd"). Drawbridge Special Opportunities Advisors LLC is the investment manager of Drawbridge LP and Drawbridge Ltd. FIG LLC is the 100% owner of Drawbridge Special Opportunities Advisors LLC. FOE I is the sole managing member of FIG LLC. FIG Corp. is the general partner of FOE I, and FIG Corp. is wholly-owned by FIG.

6. FIG LLC is the investment manager of Fortress Investment Fund IV (Fund A) L.P., Fortress Investment Fund IV (Fund B) L.P., Fortress Investment Fund IV (Fund C) L.P., Fortress Investment Fund IV (Fund D) L.P., Fortress Investment Fund IV (Fund E) L.P., Fortress Investment Fund IV (Fund F) L.P., Fortress Investment Fund IV (Fund G) L.P., Fortress Investment Fund IV (Coinvestment Fund A) L.P., Fortress Investment Fund IV (Coinvestment Fund B) L.P., Fortress Investment Fund IV (Coinvestment Fund C) L.P., Fortress Investment Fund IV (Coinvestment Fund D) L.P., Fortress Investment Fund IV (Coinvestment Fund F) L.P., and Fortress Investment Fund IV (Coinvestment Fund G) L.P. FOE I is the sole managing member of FIG LLC. FIG Corp. is the general partner of FOE I, and FIG Corp. is wholly-owned by FIG.

7. FIG LLC is the investment manager of Fortress RIC Coinvestment Fund LP. FOE I is the sole managing member of FIG LLC. FIG Corp. is the general partner of FOE I, and FIG Corp. is wholly-owned by FIG.

Remarks:

	/s/ David Brooks, as Authorized Signatory of Fortress Investment Group LLC	11/16/2009
	/s/ David Brooks, as Secretary of FIG LLC	11/16/2009
	/s/ David Brooks, as Secretary of FIG Corp.	11/16/2009
	/s/ David Brooks, as Secretary of Fortress Operating Entity I LP	11/16/2009
	/s/ David Brooks, as Vice President of Fortress Fund MM II LLC	11/16/2009
	** 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.