0001209191-17-067436.txt : 20171227
0001209191-17-067436.hdr.sgml : 20171227
20171227173054
ACCESSION NUMBER: 0001209191-17-067436
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20171227
FILED AS OF DATE: 20171227
DATE AS OF CHANGE: 20171227
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Briger Peter L JR
CENTRAL INDEX KEY: 0001380193
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33294
FILM NUMBER: 171276736
MAIL ADDRESS:
STREET 1: 1345 AVENUE OF THE AMERICAS
STREET 2: 46TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10105
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Fortress Investment Group LLC
CENTRAL INDEX KEY: 0001380393
STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1345 AVENUE OF THE AMERICAS
STREET 2: 46TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10105
BUSINESS PHONE: 212-798-6100
MAIL ADDRESS:
STREET 1: 1345 AVENUE OF THE AMERICAS
STREET 2: 46TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10105
FORMER COMPANY:
FORMER CONFORMED NAME: Fortress Investment Group Holdings LLC
DATE OF NAME CHANGE: 20061107
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2017-12-27
0
0001380393
Fortress Investment Group LLC
FIG
0001380193
Briger Peter L JR
1345 AVENUE OF THE AMERICAS
46TH FLOOR
NEW YORK
NY
10105
1
1
1
0
Principal
Class A Shares
2017-12-27
4
D
0
924926
D
0
I
FPB Management LP
Class A Shares
2017-12-27
4
D
0
2998875
D
0
D
Class A Shares
2017-12-27
4
D
0
5
D
0
I
As UGMA custodian for William Briger
Restricted Share Units
2017-12-27
4
D
0
670967
8.08
D
Class A Shares
670967
0
D
FOGUs
2017-12-27
4
D
0
7397290
7.79
D
Class A Shares
7397290
0
D
FOGUs
2017-12-27
4
D
0
3428000
7.79
D
Class A Shares
3428000
0
I
By 2010 GRAT Family Trust
FOGUs
2017-12-27
4
D
0
3238640
7.79
D
Class A Shares
3238640
0
I
By 2008 GRAT Family Trust
FOGUs
2017-12-27
4
D
0
16738579
7.79
D
Class A Shares
16738579
0
I
Wainscott Holdings, LLC
FOGUs
2017-12-27
4
D
0
29348909
7.79
D
Class A Shares
29348909
0
I
By 2017 Children?s Trust
Disposed of pursuant to the Agreement and Plan of Merger, dated as of February 14, 2017, as amended by Amendment No. 1, dated as of July 7, 2017 ("Merger Agreement"), by and among the issuer, SB Foundation Holdings LP. ("Parent") and Foundation Acquisition LLC, a wholly owned subsidiary of Parent, pursuant to which each of the issuer's outstanding Class A shares were converted into the right to receive $8.08 in cash, without interest, less any applicable taxes required to be withheld.
Each Restricted Share Unit represented a contingent right to one Class A Share.
Disposed of pursuant to the Merger Agreement, pursuant to which each Restricted Share Unit relating to the issuer's Class A shares, whether vested but not yet delivered or unvested, that was outstanding immediately prior to the effective time of the merger was cancelled and converted as of the effective time of the merger into the right of the holder thereof to receive a cash payment equal to the per-share merger consideration of $8.08, without interest, less any applicable withholding taxes.
See Issuer Proxy statement for information on vesting dates.
The rights attaching to Restricted Share Units generally terminate upon termination of employment.
A "Fortress Operating Group Unit", or "FOGU", represented one limited partner interest in each of Fortress Operating Entity I LP, FOE II (NEW) LP and Principal Holdings I LP. The Reporting Person had the right, exercisable from time to time, to exchange each FOGU for one Class A share of the Company, provided, that one Class B share of the Company (which had no economic interest in the Company) was concurrently delivered to the Company for cancellation. The Reporting Person owned Class B shares in the same amount as the Reporting Person's FOGUs. Such shares did not represent an economic interest in the Company and are not separately reported herein. The FOGUs had no expiration date.
Disposed of pursuant to the Founders Agreement, dated as of February 14, 2017, as amended ("Founders Agreement"), by and among the issuer, Parent, FIG Corp., a wholly owned subsidiary of the issuer ("OP Buyer"), FIG Asset Co. LLC, a wholly owned subsidiary of the issuer ("PH Buyer", and together with OP Buyer, the "Buyers"), and each of the reporting person, Wesley Edens, Principal and Co-Chairman of the issuer, and Randal Nardone, Chief Executive Officer, Principal and Director of the issuer, and their related parties (collectively, the "Sellers") that owned FOGUs, pursuant to which the Buyers purchased from the Sellers each outstanding FOGU not already owned by the issuer and its subsidiaries for $7.79 in cash (representing the agreed $8.08 purchase price per FOGU, as reduced pursuant to and in accordance with the Founders Agreement for excess distributions in the amount of $0.29 per FOGU made since the date of the Founders Agreement).
/s/ Peter L. Briger, Jr.
2017-12-27