FTAI Infrastructure Inc. — Director's Dealing 2022

Aug 10, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FTAI Infrastructure Inc. (FIP)
CIK: 0001899883
Period of Report: 2022-08-08

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-08-08	Stock Options (Right to Buy)	$3.82	A	35593	Acquired	2031-03-25	Common Stock (35593)	Direct
2022-08-08	Stock Options (Right to Buy)	$3.31	A	120000	Acquired	2031-09-14	Common Stock (120000)	Direct
2022-08-08	Stock Options (Right to Buy)	$3.31	A	12838	Acquired	2031-10-12	Common Stock (12838)	Direct

Footnotes

F1: Represents tandem awards granted by Fortress Transportation and Infrastructure Investors LLC ("FTAI") that have been converted into tandem awards of the Issuer in connection with the spin-off of the Issuer from FTAI (the "Spin-off"). The exercise price was determined based on the five-day volume weighted average price of each of the Issuer and FTAI following the closing of the Spin-off, which five-day trading period ended on August 8, 2022.

F2: Tandem awards are options that correspond on a one-to-one basis with options held by FIG LLC, the Issuer's manager (or an affiliate of the Issuer's manager), such that exercise by the recipient of the tandem award would result in the corresponding option held by the manager being cancelled. (Continued in Footnote 3)

F3: 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. 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 30 months, minus the product of (i) the ratio of manager options not subject to corresponding tandem awards to the total number of related manager options (including the manager options subject to such tandem awards) multiplied by (ii) 30 (such period, the "Manager Exercisability Period"). Following the Manager Exercisability Period, the tandem awards vest in generally monthly installments 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 related manager option.