FTAI Aviation Ltd. — Director's Dealing 2021

Aug 9, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Fortress Transportation & Infrastructure Investors LLC (FTAI)
CIK: 0001590364
Period of Report: 2021-08-05

Reporting Person: Adams Joseph P. Jr. (Director, CEO and Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-08-05	Common Shares	M	70000	$18.65	Acquired	244828	Direct
2021-08-05	Common Shares	M	12634	$15.83	Acquired	257462	Direct
2021-08-05	Common Shares	F	54846	$27.45	Disposed	202616	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-08-05	Stock Option (right to buy)	$18.65	M	70000	Disposed	2028-01-16	Common Shares (70000)	Direct
2021-08-05	Stock Option (right to buy)	$15.83	M	12634	Disposed	2028-12-06	Common Shares (12634)	Direct

Footnotes

F1: No shares were sold. Reflects deemed surrender of shares to satisfy the exercise price due upon exercise of the associated options.

F2: Tandem awards correspond on a one-to-one basis with options granted to FIG LLC, the Company's manager (or an affiliate of the Company's manager), such that exercise by an employee of the tandem award would result in the corresponding option held by the manager being cancelled. Upon the grant of options to the manager (or an affiliate), such options are fully vested and become exercisable over a 30-month period (the "Total Exercisability Period") in monthly installments beginning on the first of each month following the month in which the options were granted. (Continued in Footenote 3)

F3: When tandem awards are granted with respect to manager options, the manager options become exercisable in monthly installments over a portion of the Total Exercisability Period equal to the product of (i) the ratio of tandem awards to the total number of related options (including options underlying such tandem awards) multiplied by (ii) 30 (such period, the "Manager Exercisability Period"). Following the Manager Exercisability Period, the tandem awards vest in monthly installments on the first of each month over the remainder of the Total Exercisability Period and become exercisable only at the end of the Total Exercisability Period.

F4: Represents the expiration date of the related manager option. In general, the expiration date of the tandem award occurs prior to the expiration date of the underlying option.