FTAI Infrastructure Inc. — Director's Dealing 2022

Nov 4, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FTAI Infrastructure Inc. (FIP)
CIK: 0001899883
Period of Report: 2022-11-04

Reporting Person: Adams Joseph P. Jr. (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-11-04	Common Stock	M	57538	$1.95	Acquired	310154	Direct
2022-11-04	Common Stock	M	68698	$2.18	Acquired	68698	Direct
2022-11-04	Common Stock	F	99606	$2.63	Disposed	99606	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-11-04	Stock Option (right to buy)	$1.95	M	57538	Acquired	2029-09-12	Common Stock (57538)	Direct
2022-11-04	Stock Option (right to buy)	$2.18	M	68698	Acquired	2029-11-27	Common Stock (68698)	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.

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.