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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) | 11/24/2015 | D | 3,336,065 | (1) | (1) | Class A Shares | 3,336,065 | $ 4.5 | 0 | I | By Family Trust (2) | |||
| Fortress Operating Group Units | (1) | 11/24/2015 | D | 6,067,000 | (1) | (1) | Class A Shares | 6,067,000 | $ 4.5 | 0 | I | By Family Trust (2) | |||
| Fortress Operating Group Units | (1) | 11/24/2015 | D | 2,085,000 | (1) | (1) | Class A Shares | 2,085,000 | $ 4.5 | 0 | I | By Family Trust (2) | |||
| Fortress Operating Group Units | (1) | 11/24/2015 | D | 2,358,949 | (1) | (1) | Class A Shares | 2,358,949 | $ 4.5 | 0 | I | By Family Trust (2) | |||
| Fortress Operating Group Units | (1) | 11/24/2015 | D | 42,970,021 | (1) | (1) | Class A Shares | 42,970,021 | $ 4.5 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Novogratz Michael C/O FORTRESS INVESTMENT GROUP LLC 1345 AVENUE OF THE AMERICAS, 46TH FLOOR NEW YORK, NY 10105 |
X | Principal | ||
| /s/ David N. Brooks, as attorney-in-fact | 11/24/2015 | |
| **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 limited partner interest in each of Fortress Operating Entity I LP, FOE II (New) 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 the issuer; provided, that one Class B share of the issuer (which has no economic interest in the issuer) is concurrently delivered to the issuer for cancellation. The Reporting Person owns Class B shares in the same amount as the Reporting Person's Fortress Operating Group Units. Such shares represent no economic interest in the issuer and are not separately reported herein. The Fortress Operating Group Units have no expiration date. |
| (2) | The Reporting Person disclaims beneficial ownership except to the extent of his pecuniary interest therein. |